Entire Contract Clause under English, Iranian, The Principles of European Contract Law and Unidroit

A contractual relationship is commonly based on statements, expectations, acts and omissions out of which some will, and others will not, give rise to contractual obligations. To avoid uncertainty as to what is agreed, the contract parties often enter into a written contract that is supposed to express the final agreement between them and prevent the parties from relying on rights and obligations not set out in the written contract. Under the Entire contract clause, which so-called “boilerplate” clause in a variety of commercial contracts, the Contract contains entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakings and agreements of the Contract.
EA-clause operates with a distinction between the determination of the terms of the contract and their subsequent interpretation. Even though the writing of the contract contains all the terms of the agreement, other statements or agreements may be used to interpret the writing. EA-clause does not mean that the contract document is to be considered an exhaustive regulation of the contractual relation. The provision in the EA-clause stating that the contract is “the entire agreement” should not be understood literally. The clause has limited effect on the process of interpretation, it does not impose derogation from all other sources of law than the contract, but rather that a party’s expectations must be based on other sources than pre-contractual circumstances in order to be deemed reasonable.