The merger clause and its significance

Abstract

As part of the increasing standardization of contracts, parties are increasingly choosing to include so-called boilerplate clasue (formulaic provisions) in their contracts. However, the fact of borrowing these solutions from international trade or foreign legal systems leads to numerous doubts in the context of existing regulations of domestic law. This issue is perfectly illustrated by the merger (integrity) clause, by means of which contracting parties seek to separate the pre-contractual circumstances from the contract itself. On the basis of the Polish Civil Code, the main disputed issue is the impact of this clause on the effectiveness of the parties' pre-contractual statements and the interpretation of the contract. To date, the doctrine has not developed a unified position in this regard. In addition, this issue has not yet been sufficiently discerned in jurisprudential practice. The purpose of this article is an attempt to determine the legal consequences that the merger clause produces against the background of the Polish Civil Code.