Terms to Know: Entire Agreement (the “Merger Clause”)
Some contracts have a paragraph in the boilerplate at the end: Entire Agreement. This Agreement contains the entire agreement between the parties with respect to the purchase of the assets described herein. Any agreement hereafter made shall be ineffective to change or modify this Agreement, in whole, or in part, unless such agreement is in writing and signed by the party against whom enforcement of the change or modification is sought.
What this means is that any other ag
Terms to Know: Time is of the Essence
Often, contracts contain deadlines for performance – delivery, payment, closing, etc. What happens when the time for performance comes and goes? If the contract contains the words “time is of the essence,” it means meeting the deadline is essential and required in the contract. If this clause is in the contract, there is no leeway for performance and the non-performing party is in breach if they miss the date stated in the contract. If there is no ‘time is of the essence’ cla
Terms to Know: Force Majeure
“Force majeure” is French for superior power. Why, then, is this phrase included in most American contracts? A typical force majeure clause looks something like this: "Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes or labor disputes, government orders or any oth
