I don’t typically copy other blogs and put them on my own but this one deserves all the attention it can get.
Please read below and if you like what you see please click on the link to continue reading.
“He’s an honest guy.”
“I’ve always done business this way.”
“I trust her.”
All those statements may be true. Relying on handshake agreements (or, the more old-fashioned gentlemen’s agreements) is a risky business in the construction field. Written contracts are crucial to enforcing binding agreements once the dirt begins to turn. However, a contract is more than a written recital of previously-agreed upon terms. A contract has the ability to change the terms between the parties, often without one of the parties realizing it. And, as Chris has previously noted, the [written] Contract is King.
A written contract often contains a “merger clause” (also called an integration clause). A merger clause is a statement that the contract is a complete statement of the agreement and replaces, or supersedes, prior terms, oral or written representations, or any side agreements. All of those negotiations are deemed merged into the written document, and the written contract has the (rebuttable) presumption that it represents the final agreement between the parties.
An example of such a clause:
This Agreement contains the entire agreement of the parties, and supersedes all prior negotiations, agreements and understandings with respect thereto. This Agreement may only be amended by a written document duly executed by all parties.