The entire treaty clause may be important for the interpretation of a contract that includes the entire contractual clause. However, the exact relevance or meaning of this clause depends on the facts and circumstances of the case, such as the wording of the contract, the nature, content and detail of the contract and the manner in which the entire clause of the contract was concluded and ultimately the subject of the contract. The Supreme Court also held that the entire treaty clause was not an interpretative clause as such and that the clause could have such a specific meaning under Anglo-American law, but that this clause did not have such a specific meaning under Dutch law. Under Dutch law, the entire clause of the contract does not automatically exclude the importance given to statements or practices made before the conclusion of the contract. Like Mexx and Lundiform. Mexx included a comprehensive contractual clause in the contract and Lundiform raised no objections. The clause read: “This agreement represents the entire agreement between the parties and supersedes all prior written or oral agreements and arrangements between the parties.” And: “No amendment to this agreement is valid unless it is signed in writing and by or on behalf of either party.” After a while, the contract expired. Did Mexx owe anything? According to Lundiform, Mexx has guaranteed, referring to a certain paragraph of the contract, to purchase certain shares of Lundiform, which were ordered based on Mexx`s confirmed forecasts. In fact, Mexx`s forecasts were not made in the form of a confirmation within the meaning of the previous conclusion of the contract. Therefore, no part of the overall agreement supported Lundiform`s claim. In every sense of the word. The Supreme Court went further by confirming that the “Haviltex principle” also extends to the interpretation of commercial contracts.
Therefore, even if the circumstances justify the importance given to the importance of the wording chosen by the parties, the other circumstances of each case may require that the provisions of the agreement have a different meaning – which is not based on the chosen wording. . . .
El Lebeny Axis, Al Haraneyah, Giza Egypt
Mobile: +02 0109 904 9501
Mail: [email protected]