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The Effect of an Entire Agreement Clause on Contract Interpretation in Business-to-Business Agreements

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Title: The Effect of an Entire Agreement Clause on Contract Interpretation in Business-to-Business Agreements
Author(s): Järvinen, Janna
Contributor: University of Helsinki, Faculty of Law
Degree program: Master's Programme in Law
Specialisation: Obligation Law
Language: English
Acceptance year: 2022
This thesis examines the way entire agreement clauses affect contract interpretation according to Finnish law. One of the main questions arising in connection with entire agreement clauses is, what factors should be considered. The research question is approached through legal dogmatics. Emphasis is placed on permitted sources of law since entire agreement clauses are not regulated on the level of law. Principles of contract law, Nordic case law, and international principle collections are the main sources in the research. The first part of the thesis discusses entire agreement clauses in general and the regulatory framework around the subject. Objectives of entire agreement clauses are represented in order to understand why the clause might be foreign to the Finnish legal system and why it requires more detailed assessment. In the second part, the emphasis is on contract interpretation and all the effects it has when a contract includes an entire agreement clause. Since entire agreement clauses originate from common law countries, contract interpretation is often based on an objective method of interpretation. In Finland, the contract is the primary source of interpretation, but also subjective factors have an impact. Principle of loyalty, trade practice, and conduct of the contracting parties are in the centre of the research. The third part of the thesis focuses on supplementary interpretation of contracts and how it is affected by entire agreement clauses. Since an entire agreement clause seeks to exclude all other contract material from the contract, a conflict arises when the parties have omitted to agree on all necessary terms. Rules for supplementing an agreement, which contains an entire agreement clause are sought in Norwegian and Swedish case law. The last part of the thesis summarises the conclusions made in the research. Based on the analysis, four interpretation rules, that can be used in interpreting how an entire agreement clause affects contract interpretation, are suggested. Firstly, the parties must have acted in accordance with the written contract and thus maintained the validity of the contract clause. Secondly, the parties must have agreed exhaustively on the content of the contractual relationship. Lastly, if the parties do not want other interpretation material than the contract to be used in interpretation or supplementary interpretation, they must have specifically excluded use of such material or factors.
Keyword(s): Integraatioehto integrationsklausul integration clause entire agreement clause merger clause

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