Dopuszczalność i konsekwencje zastrzeżenia klauzuli merger

• Authors: Przemysław Gorzko , Mirosław Gumularz

Title variants

EN

Lawfulness and legal consequences of drafting merger clauses

• Languages of publication: PL

Abstracts

EN

The matter of this article revolves around an usage of merger clauses in the polish legal system. Both, material and procedural aspects, are taken into consideration while analyzing the influence of merger clause on a contract. The point of reference for such argumentation is a history of the merger construction in the common law legal systems. The essay emphasizes particularly the connection of the merger with the evidential rule which prohibits parties from submitting certain evidence outside the document – the parol evidence rule. The discussion focuses on two main legal effects. First one is the procedural method of limiting the scope of a contract by relying on the rule included in the article 247 k.p.c. Secondly there is an intepretational mechanism which allows parties to establish a specific meaning of a contract by restricting the circumstances which contributes to the results of an interpretation. Shortly, at the end, the other collateral effects of merger are also described. They concerns mainly with: defects of the declaration of will (mistake, fraud) and potential exemption of a contractual liability (culpa in contrahendo) for pre-contractual obligations.

Keywords

EN

merger clause; contract interpretation; parol evidence rule

• Publisher: Polska Akademia Umiejętności
• Journal: Kwartalnik Prawa Prywatnego
• Year: 2013
• Volume: 22
• Issue: 1
• Pages: 86-115

Contributors

author

Przemysław Gorzko

author

Mirosław Gumularz