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I came across this type of clause, and found that it's quite common. I understand the part that says an agreement supersedes any previous agreements, but the clause looks something like this:

Supersedes Previous Agreements. This Agreement supersedes all prior or contemporaneous negotiations, commitments, agreements and writings with respect to the subject matter hereof, all such other negotiations, commitments, agreements and writings will have no further force or effect, and the parties to any such other negotiation, commitment, agreement or writing will have no further rights or obligations thereunder.
Lawinsider.com

I understand that a new agreement can supersede an older one. All that needs to be done in that case is to establish the time that any other ones were made, and by comparison you can know that one in particular is the latest one. But I don't understand how an agreement can supersede all over contemporaneous agreements. I understand "contemporaneous" to mean at the same time, am I wrong about that? Is it even possible for two separate agreements to be made exactly contemporaneously? Also what happens if other agreements have this clause (that it supersedes all other agreements)? If it is possible for multiple agreements to be made exactly contemporaneously (which I take to mean exactly at the same time, which I'm not sure is possible), doesn't this result in multiple agreements superseding each other?

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Is it even possible for two separate agreements to be made exactly contemporaneously?

The issue is not whether two separate agreements on the same matter(s) can be entered at exactly the same time. By contemporaneous agreement, a "Supersedes Previous" clause refers to any agreement which was in force at the time the new one is entered (or just prior to the new one being entered).

what happens if other agreements have this clause (that it supersedes all other agreements)? doesn't this result in multiple agreements superseding each other?

There is no general answer to that, as it highly depends on a wide range of circumstances.

For instance, if two (or more) mutually superseding, contradictory agreements are drafted by the same party, the non-draftsman may invoke the doctrine of contra proferentem to determine which agreement is binding for the controversy at issue.

When contra proferentem is inapplicable, ambiguities would be adjudged in a way that is most consistent with the intent of the parties as ascertainable from the rest of terms and conditions.

The fact that two parties knowingly and willfully entered contradictory agreements can only complicate the task of identifying the legitimate intent of their contract(s). In a context where the legal relation is so fuzzy, things can backfire when the dispute is adjudged. Thus, it is not in the parties' best interest to deliberately commit to flawed clauses in the first place.

  • I see, then I understood "contemporaneous" wrong here. It doesn't refer to other agreements made at the same time, just other agreements that are in force at the time a new one is made containing the "Supercedes clause". However if we're talking about another agreement that's already in force then that would be a "prior" agreement, if I'm not wrong. In that case when it says "supersedes all prior or contemporaneous", in there any difference between "prior" and "contemporaneous"? – Zebrafish Aug 30 at 13:19
  • @Zebrafish "any difference between "prior" and "contemporaneous"?" Not sure, but my rationale is that "prior" amounts to preempting the actionability of claims of breach of [a previous] contract where that previous contract has expired (i.e., such contract is not contemporaneous) but the statute of limitations therefor hasn't elapsed. Otherwise one would have to conclude that "prior and contemporaneous" is redundant or verbiage. – Iñaki Viggers Aug 30 at 13:43
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A contract is not an algorithm that can produce certain conclusions deterministically. A contract must always be interpreted. Clauses like these simplify interpretation because it makes earlier contracts or agreements irrelevant but they do not remove any ambiguity: what is contemporaneous? What is the same subject matter?

If there is a dispute between the parties regarding the interpretation of such clauses, especially regarding which agreements have been superseded, such disputes can be resolved as a civil matter before a court or by arbitration.

In theory multiple agreements could be contemporaneous so that it is unclear which supersedes the other: (a) when different representatives of the same entity negotiate an agreement regarding the same matter at the same time. For example, a real estate agency might accidentally sell the same house to different buyers at the same time. (b) when the parties make other (oral) agreements while signing a contract, or sign multiple related contracts at the same time.

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