PP991
Analítico de Periódico
CASTRONOVO, Francesco
The americanization of contract law : the merger clause in the european perspective / Francesco Castronovo
Annuario di Diritto Comparato e di Studi Legislativi, v.8 (2017), p.617-646
DIREITO DOS CONTRATOS / EUA / Espanha / França / Itália, CONTRATOS, CLÁUSULAS CONTRATUAIS GERAIS, UNIÃO EUROPEIA
In the last decades professional European practitioners have been importing legal tools from the US legal system to the European ones, since they need those tools to conduct their business, both international and domestic. This importation implies relevant issues and problems. As a matter of fact, the outcome of this practice is a clash between the US contractual models and their clauses and the civil law legal systems. The paper explores how to harmonize this clash, that stems from the fact that the American contract is subject to parol evidence rule and plain meaning rule, and aims at being self-sufficient and complete, whereas in the European tradition the contract hinges on specific principles and provisions in point of interpretation and integration. The paper then compares the parol evidence rule with some provisions that we can retrieve in the Spanish, French and Italian law systems and underlies how such provisions are way different from the parol evidence rule, that has no equivalent in the civil law systems. In its second part, the paper focuses on the transposition, from the US to the European practice, of the merger clause, that invokes the parol evidence rule and states this idea of completeness and self-sufficiency.