Integrationsklausuler & Avtalat krav på skriftlighet - Två boilerplateklausuler ur ett rättssäkerhetsperspektiv

Sammanfattning: Two types of Boiler clauses that frequently becomes more used in agreements between Swedish companies are merger clauses and clauses requiring any modification or termination by agreement to be in a particular form, called “no oral modification clauses. The uses of these sorts of clauses are the result of international influences on Swedish contract law as international trade is growing. The purpose of this paper is to analyse how Swedish contract law is affected by merger clauses and “no oral modification clauses”. The paper uses a legal-judicial method to determine applicable law and analyses this from a rule of law perspective. The paper concludes that the legal position concerning “no oral modification” clauses is clear since the Swedish Supreme Court ruled that this kind of clause has a limited effect in Swedish contract law. The paper argues that a “no oral modification clause” probably is applicable concerning implied-in-fact contracts that targets legal acts that have an imposition character. Furthermore, the paper concludes that merger clauses and “no oral modification” clauses in some cases may be viewed as standard terms of condition but that legal position is quite unclear. The paper also concludes that merger clauses may increase the presumption that what is stated in the written agreement is that which applies between the parties and that merger clauses first must be interpreted according to the Swedish agreement interpretation model to determine the meaning and scope of the agreement. The paper also argues that a merger clause decreases the notion that circumstances, that can be derived to before the closing of an agreement, may be used when an agreement is interpreted, but that this doesn’t impede that a court to use this data, in the event of the occurrence of unclear terms in the agreement. Lastly, the paper concludes that there is cause to discuss the legal certainty of merger clauses based on the absence of a clear ruling on the issue.