This Agreement Supersedes Any Prior Agreement


However, in some cases, previous agreements may prevail, even if, because of the Estoppel doctrine by convention, this agreement contains a full contractual clause.21The doctrine of the Estoppel by convention means that a party is discouraged from arguing that a contract is not altered by the conduct of the parties, although the contract includes a “comprehensive agreement” clause. We have seen the outcome of the entire contractual clause when the parties have entered into several agreements and there are contradictions in the terms of the last agreement and the previous agreement and the recent agreement, which can depart from the previous agreement by the entire agreement clause, even if the parties have not foreseen/projected such a scenario. In the case of start-ups, for example, the founders of a start-up enter into a business creation contract and then enter into a shareholder contract with the investor. Often, both the shareholder agreement and the enterprise agreement cover the same purpose as restrictions on share transfer, governance and management, exit clauses, etc., and sometimes the two agreements have conflicting provisions. In such a situation, the shareholders` pact can take over the agreement of the founders by the entire contractual clause, which sometimes affects the rights and obligations of the founders between them. That is why we want, through this article, to analyze the effectiveness and limitations of the entire contractual clause and to propose development advice to protect the interests of the contracting parties. A comprehensive agreement clause is intended to ensure that all conditions relating to the rights and obligations of the parties are defined in a single document that replaces all previous negotiations and agreements. The purpose of such a clause is to prevent the contracting parties from relying on statements or statements during negotiations in order to assert that they have agreed to something other than what is provided for in the treaty at the time of a dispute. A standardized agreement clause may be worded as follows: (b) this agreement was freely negotiated between the parties, each of which received independent legal advice; and (c) each party assumes that, unless the other parties have requested oral statements to be contained in or incorporated into this agreement and that these oral statements have been expressly included in that agreement or have been incorporated into that agreement, it is not based on oral representation.


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