{"id":1822,"date":"2017-12-18T02:40:49","date_gmt":"2017-12-18T02:40:49","guid":{"rendered":"http:\/\/unilaw.vn\/?p=1822"},"modified":"2024-10-13T04:54:10","modified_gmt":"2024-10-13T04:54:10","slug":"contractual-disputes-the-meaning-of-merger-clause-in-the-contract","status":"publish","type":"post","link":"https:\/\/unilaw.vn\/en\/judgment-analysis\/contractual-disputes-the-meaning-of-merger-clause-in-the-contract.html","title":{"rendered":"CONTRACTUAL DISPUTES – THE MEANING OF MERGER CLAUSE IN THE CONTRACT"},"content":{"rendered":"

In contractual disputes, there is a possibility that the involving parties have different agreements on an issue at different moments. For example, in the case No. 09\/2016 \/ KDTM-G\u0110T on May 20, 2016, a dispute between company’s members, Mr. Lin Chung N and Mr. Bui Chi H who have signed three agreements at three different times on the same issue which was the establishment of an Investment Company Limited H [Company<\/strong>]. Specifically, on January 14, 2010, they signed a Memorandum of Cooperation. On February 2, 2010, after the establishment of the company , they signed the second Investment Agreement [The 2010 Agreement]<\/strong>. On September 19, 2011, after a dispute in trial court, Mr. H submitted another Joint Venture<\/a> Agreement [The 2011 Agreement<\/strong>]. This raised a question of which agreement was legally enforceable. Which agreement prevails according to Vietnamese laws and legal practices.<\/p>\n

Let us consider two cases concerning he 2011\u2019s Agreement (the latest agreement) (1) The Agreement involved a merger clause, and (2) , the Agreement did not involved a merger clause. The merger clause is a clause in the contract that read “This agreement are reached by the involving parties and supersedes prior agreements<\/em>.”<\/p>\n

In the first case (1), the 2011 Agreement contains a merger clause. It is obvious that the 2011 Agreement will be legally binding and replace the previous agreements based on the will of the involving parties. This inference is also consistent with the principle of International Commercial Contract – Article 2.17 “If a written contract contains a provision that the document is all agreements of the parties, it can not be challenged or supplemented by evidence other than the contract, including text writings before the contract is entered into. However, such evidence may be used for explaining the content of the contract<\/em> “.<\/p>\n

In the second case, the 2011 Agreement does not contains a merger clause. How will the legal question set out above be answered?<\/p>\n