Research On The Rule Of Merger Clause In Contract Law

The merger clauses are provisions in a written contract which contain language to the effect that the writing is intended to be the complete expression of the agreement between the parties.Such provisions are mainly used to fulfill the parties' expectation as follow:Terms with respect to which are set forth in a writing intended by the parties as totally integrated may not be supplemented or contradicted by evidence of any prior agreement or of a contemporaneous oral agreement.This reduces their costs of negotiating and increases the predictability,and thus reliability, of the judicial enforcement of their agreement.The merger clause was enforced conclusively at beginning,and as time pass by,the court add more and more limitations on it so that it no longer fulfill exactly the party's expectation in the Modern Law of Contracts in America.Contrary to its ebb in national law,the merger clause revives in international legal documents for the harmonization of contract law.Several of them,such as Principles of International Commercial Contracts,Principles of European Contract Law,and CISG-AC Opinion no 3,adopt the rule of merger clause one after the other.In China,more and more merger clauses will be provided in international contracts,for all that they are strange to contracts of purely domestic nature.Those who provide merger clause in international contracts in China may derive inspiration from this study on the rule of merger clause.This article consists of three chapters besides the preface and conclusion.Chapter 1 will generally introduce the concept,characteristics,content,form and function of merger clause.Chapter 2 will introduce the rule of merger clause in American law of contracts. It focuses on development of the rule of merger clause in American law of contracts, analysis of the rule of merger clause in the modern law of contracts in America.This article will also discuss the limitations to the effects of merger clause in American statutes and precedents on account of voidance of contracts,oral condition precedent, lack of consideration,fraud,duress,unconscionability,implied warranties,and so forth.And then,Chapter 3 will pay more attention to analysis of the rule of merger clause in PICC,PECL and CISG-AC Opinion No.3.Conclusion is about some legal issues of merger clause in international contracts in China.