Which of the following should be taken to avoid the conflicts between orally negotiated terms before the conclusion of contract and the final written contract?

Which of the following should be taken to avoid the conflicts between orally negotiated terms before the conclusion of contract and the final written contract?
A . Finding signs of misrepresentation of the other contracting party
B. Prevailing orally negotiated terms over the final written contract
C. Embedding a term excluding all prior oral discussions that are not mentioned in the final written contract
D. Avoiding long negotiation

View Answer

Answer: C

Explanation:

When a written contract is based on oral negotiation, to avoid the conflicts between orally negotiated terms and final written contract, the contract should include an express term that specifically excludes all prior oral discussion. However, orally negotiated terms can be used to interpret the final contract.

This practice (excluding prior discussion) is so common in international commercial contract that UNIDROIT Principles of International Commercial Contracts have an article (2.1.17) dealing with this.

Reference: CIPS study guide page 130

LO 3, AC 3.1