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Can we talk about how people keep messing up the 'entire agreement' clause?
Honestly, I just had a small job go sideways because the other party tried to use an old email chain as part of our deal. The contract I wrote had a standard 'entire agreement' clause saying only what's in the signed document counts. Tbh, I thought it was solid. But my lawyer friend in Tampa looked it over and pointed out my clause was too weak. It didn't specifically say that all prior talks, emails, and drafts were replaced. So the other guy argued our early emails about scope were still valid, even though the final contract was different. It cost me about $400 and a week of back and forth to sort out. Ngl, I see this same vague wording in a lot of templates online. How do you guys write yours to really shut the door on anything outside the four corners of the paper?
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evan_grant702mo agoMost Upvoted
Mine says all prior talks are dead.
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gray3146d ago
Huh, I'm not sure it's really that big of a deal in most cases. Yeah, you got burned once, but that sounds like an exception, not the rule. Most folks are just going to sign the paper and move on with life without digging up old emails. I feel like people get way too hung up on legalese when a handshake still works for 90% of small jobs. Your lawyer friend is probably right to be careful, but for everyday stuff, a simple "this replaces all prior agreements" does the trick just fine.
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carr.cora2mo ago
Wait, isn't the point to list what you're replacing, like all prior talks and drafts?
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