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Legalease
Legalease, Attorney
Category: Business Law
Satisfied Customers: 16288
Experience:  14 years experience corps, LLC's and partnerships; preparation, negotiation of complex contracts and business agreements
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If a contract says #1 "No other agreement, statement or

Customer Question

If a contract says #1 "No other agreement, statement or promise made on or before the effective date of this Agreement will be binding on the parties." and later on in the contract it says, #2 "The date at the beginning of the Agreement is for reference only."
These 2 statements seem to be in conflict of each other. Does #1 over rule #2 or does #2 over rule #1? Can you please give me clarification on this?
Submitted: 10 months ago.
Category: Business Law
Expert:  Legalease replied 10 months ago.

Hello there --

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In a situation where there is a written contract, contract law requires that the court read ONLY what is in the written contract for the agreement between the parties and any other attempts to bring in additional evidence that the contract language means something else OR the parties did not intend for the contract to operate the way it is written (or any other proof or evidence where either party tries to show that the language in the contract is not the ending or final agreement) is called PAROL EVIDENCE. The Parol Evidence rule in contract law holds that a court cannot look beyond the words of the contract for any other interpretation or any other agreement between the parties. So, if either party comes forth and tries to say "well, we did not really mean what was written in the contract -- we actually meant that section to be interpreted this way ...................." will not be accepted or heard. WHat is in the contract controls and neither party is permitted to give any other evidence or testimony that the language in the contract means "something else".

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So, to answer your question above, the statement at # ***** controls the entire contract, because that statement is actually contract law -- the Parol Evidence Rule -- so no matter what the date is of the contract, the parties are not free to try to put in additional proof that the contract language means something else than written or something more than written. The court will not consider any such evidence if you attempt to present it anyway. Regarding the date of the contract, they probably simply wrote it that way in the event that any work started prior to that date -- but that language cannot be used to change the actual written terms of the contract itself.

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I hope that helps. Please let me know if you have further questions. If not, can you please press a positive rating in the ratings section above this chat section so that I will be paid for my time assisting you today. THANK YOU VERY MUCH!!

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MARY

Customer: replied 10 months ago.
from what you are saying, we cannot be charged for any services prior to the contract being signed.
Expert:  Legalease replied 10 months ago.

Hello again --

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Not true. You can be charged for things that you agreed to have done before the contract is signed because you agreed to it verbally and that time period is a legally enforceable oral contract.

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MARY

Customer: replied 10 months ago.
This confuses even more. We never agreed verbally for any services or to pay for any services performed before the contract was signed. The #1 above indicates this from our understanding.
Expert:  Legalease replied 10 months ago.

Hello again --

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If you permitted them onto your property to start the work as you were negotiating the contract then that is an enforceable part of the contract. You cannot then turn around and say that it is not simply because there was no written agreement in place when it all runs into the same job. THat is what the date reference is for. However, if they try to add anything or do anything after the contract is signed that is not in the written contract or you have not signed a written addendum or change order for, then they cannot hold you to that additional not agreed upon new work.

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The provisions are NOT mutually exclusive (cancel each other out) -- they work together in the contract as they are supposed to do.

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MARY

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