Object

PLMET:

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Title:

Merger Clauses in Contracts Governed by Polish Law

Creator:

Strugała, Radosław

ORCID:

0000-0001-5770-770X

Subject and Keywords:

mergers clauses   contracts   Polish law  
prawo polskie   umowy   klauzula dotycząca fuzji

Abstract:

The use of so-called merger clauses while drafting contracts governed by the civil law is becoming increasingly popular. Since merger clauses originated from the common law, it is not easy to ascertain their legal effects under the civil law. This is also the case in Polish law. Not only is there little mention in the legal literature of the effects of merger clauses, but also legal scholars' views on the issue differ widely.This article tries to answer the question of what the legal effects of using merger clauses under Polish law are. Among others, it tackles the important issue of how a merger clause inserted into a contract influences the process of its interpretation and closing its loopholes. Moreover, it attempts to compare merger clauses' legal effects under Polish law and European private law model rules. The starting point of the analysis performed in the paper is the distinction between two functions of contractual clauses, which leads to a clearer description of the consequences of merger clauses' usage. The adoption of the aforementioned distinction leads to the conclusion that the legal effects of merger clauses under Polish law may be far more significant than is often considered. Additionally, it can be observed that these effects do not differ from the legal effects of merger clauses under European law model rules as much as has been claimed.

Place of publishing:

Wrocław

Publisher:

University of Wroclaw. Faculty of Law, Administration & Economics

Contributor:

Jakubowski, Sebastian. Red.

Date issued:

2013

Resource Type:

text  
tekst

Detailed Type:

article  
artykuł

Identifier:

oai:repozytorium.uni.wroc.pl:131253   eISSN 2084-1264

DOI:

10.2478/wrlae-2013-0002

Language:

eng

Abstract Language :

eng

Relation:

Wroclaw Review of Law, Administration & Economics, vol.3, no.1, 2014, pp.14-27

Is version of:

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Access rights:

Attribution  
Uznanie autorstwa

License:

Creative Commons - Attribution (CC BY 4.0)  
Creative Commons - Uznanie autorstwa (CC BY 4.0)

Rights holder:

Copyright by Wroclaw Review of Law, Administration & Economics, published by Sciendo

Autor opisu:

WR U/PAdbg