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An entire agreement clause stipulates that the contract represents the complete agreement between the parties, so that previous agreements and promises no longer apply. In Dutch law, its usefulness is more limited than in Anglo-Saxon contracts — but the clause is not worthless.
What is an entire agreement clause?
An entire agreement clause states that the signed contract contains the entire agreement, and that prior oral or written agreements, negotiations, and promises are superseded by it. It is standard in English and American contracts.
Why it works to a more limited extent in the Netherlands
In Dutch law, an agreement is interpreted not only literally, but also according to what the parties could reasonably expect from each other (the Haviltex standard). As a result, context beyond the text—such as intent and prior statements—can also be taken into account. An entire agreement clause cannot completely exclude this, unlike in Anglo-Saxon law.
Not worthless after all
The clause does indeed have value. It is a strong indication that the parties intended only the contract to apply, and it can influence the evidence: whoever relies on an agreement outside the contract is in a weaker position. In this way, it limits discussions about 'what else was agreed upon'.
How do you use it correctly?
If you want only the contract to apply, include a clear entire agreement clause and ensure that all relevant agreements are actually included in the contract. If you wish to be able to rely on a ancillary agreement, record it in writing and exclude it from the clause. Have the wording tailored to your objective.
Frequently Asked Questions
Is an entire agreement clause valid in the Netherlands?
Yes, but it works to a more limited extent than in Anglo-Saxon contracts, because the Dutch interpretation also takes into account context outside the text.
Does it exclude all previous agreements?
Not complete. It is a strong indication and influences the evidence, but the judge can still take context into account.
When is it useful?
If you want to limit disputes regarding agreements outside the contract, ensure that all relevant agreements are included in the contract.
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