Contract Boiler Plate Terms – Part One

An entire agreement clause is a provision where the parties agree that the terms of the contract will be found within the four corners of the document and no where else.  When you think about a recent contract that you entered into, you probably went back and forth with the other party a number of times before you settled upon the final terms.  This back and forth could have been via emails, text messages, telephone calls or in-person meetings.  It is probable that not all of the terms that the parties discussed were agreed upon and incorporated into the contract.  This is where the entire agreement provision comes in.  The insertion of an entire agreement provision by the parties is a way for the parties to say that if some term did not make it into the agreement then that means that the parties did not come to an agreement as to the inclusion of that term.  This very well could be important.  Consider this—a landlord tells a prospective tenant that if occupancy in the strip center ever gets below 85% then you will have the ability to terminate the lease, however, this provision does not make it into the lease signed by the parties.  An entire agreement clause will most likely result in this provision not being considered when determining the rights and responsibilities of the parties (i.e.—the tenant will not be able to terminate the lease if tenancy gets below 85%).

A forum selection clause comes into play if there ends up being a dispute between the parties.  Through this provision, the parties agree in advance which state and, possibly, which county within a state a lawsuit and/or arbitration is to be filed.  This provision is important when the parties to the contract are from different states (say Ohio and California) or are from different parts within the same state (say Cuyahoga and Hamilton Counties).  If you are doing business with a company out of California and this party insists on a forum selection clause selecting the state of California as the state where all disputes will be resolved, if a dispute arises then you will have to hire a California lawyer to assist you with the matter and you will be paying to travel back and forth from California.

So, while these provisions may be boiler plate, they could end up having a significant impact on the interpretation and/or enforcement of your contract.

This article does not provide legal advice or create an attorney-client relationship.  If you have any questions or would like to learn more about this topic or if you have other legal questions, do not hesitate to contact Chris Corpus, Esq. of Corpus Law Inc at Chris@CorpusLawInc.Com or 216-973-2475.  Copyright Christopher A. Corpus 2017.

Chris Corpus

Founding Partner at Corpus Law Inc