Supersede Previous Agreement

In Exxonmobil Sales and Supply Corporation vs. Texaco Limited,1 a full contractual clause excluded implied terms of use or habit. In this case, the clause provides that in the event of a dispute between the parties concerning the interpretation of such clauses, in particular over agreements that have been replaced, such disputes may be settled as civil matters before a court or by arbitration. Introduction This disclaimer is intended to provide a summary that takes into account the effectiveness and restrictions of entire contractual clauses. It also contains some suggestions on how to try to increase the impact in order to meet certain situations and requirements. For example, where two (or more) contradictory agreements that replace each other are drawn up by the same party, the non-draftsman may invoke the doctrine of contra proferentem to determine which agreement is binding on the disputed controversy. Problems often arise when differences arise as to the importance and effect of such contracts or agreements and when a party attempts to look at itself outside the contractual terms to base a claim, defence or argument. Recent case law shows that a complete contractual clause does not prevent a party from relying on the effect of legal effect to enforce a pre-contractual agreement. I understand that a new agreement can replace an older agreement. All that needs to be done in this case is to determine the time at which all the others were made, and in comparison, you can know that one is especially the most recent. But I do not understand how one agreement can replace all the agreements simultaneously. I understand „at the same time“, am I wrong? Is it possible that two separate agreements are concluded at exactly the same time? What will happen if other agreements have this clause (which it replaces all other agreements)? If it is possible that several agreements are concluded at exactly the same time (which I mean exactly at the same time, which I am not sure is possible), does this not replace several agreements? In summary, parties should ensure that they are clear in advance about what has been included and excluded before it is executed.

As we have seen, it is often necessary to introduce additional clauses into the Treaty in order to exclude tacit clauses or pre-contractual assurances or to include certain pre-contractual agreements. Otherwise, a simple misunderstanding could lead to costly litigation. The fact that two parties have knowingly and deliberately entered into contradictory agreements can only complicate the task of identifying the legitimate intention of their contracts. In a context where the legal relationship is so unclear, things can go wrong if the dispute is settled. It is therefore not in the best interest of the parties to undertake to comply with erroneous clauses. A typical comprehensive contractual clause could be as follows: „This letter is understood and shall be the final expression of the agreement concluded by the parties and constitutes a complete and exclusive statement of the conditions relating thereto, which supersedes all prior or written agreements or assurances and any other communication between the parties concerning the subject matter of this agreement.“ Questions relating to the effectiveness of entire contractual clauses seem to arise more and more frequently in disputes, in particular with regard to disputes related to long-term contracts such as joint ventures, long-term supply agreements, long-term financing agreements or amendments and/or renewals of such agreements or agreements for which the parties have had a long period of activity. . . .