Boiler Plate - The Rodney Dangerfield Clauses

You will often find them under the headings: “Miscellaneous” or “General” articles in a lease. They are not usually given the attention they deserve when negotiating an offer to lease, lease or other contract but they should be and here is why. These clauses can and do affect each party’s legal rights and obligations in everyday dealings as well as on default and numerous court cases arise from them. Let us examine a few of those clauses to see why:

1. Entire Agreement: A typical clause reads like this: “This Lease is the entire agreement between the parties and there are no covenants, representations, warranties, agreements or other conditions expressed or implied, save as expressly set out herein.”

When using an entire agreement clause, review your ‘extrinsic’ or ‘preliminary’ documents carefully to determine whether they should be included as part of the agreement - e.g. letter agreements, marketing material, offers to lease, appendices, schedules, plans, etc. If anything needs to be addressed in the lease, it can be dealt with by referencing the document or adding the applicable clauses/representations to the lease.

If the parties have a long-standing relationship, are they assuming that their previous dealings will dictate matters within the new contract? If so, they must consider whether an “entire agreement” clause is wholly appropriate or exactly how it should be limited.

For the complete article view the document below.