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NeCede's

Maxim 6.2.12

The part which does not agree with its whole is entitled to small or no consideration.

Source: Plowd. 101; Shep. Touch. 87; Weisman, 5f Difficulty 3/5 — Intermediate

Explanation

(English-origin maxim.) A clause or provision that is inconsistent with the whole agreement is given little or no weight — the parts must conform to the whole, and an outlier term yields to the dominant intent.

Where this applies

  • A contract clause says the seller owes no duty of care, but every other clause and the entire purpose of the agreement assume the seller will act carefully — the contradictory clause is given little weight.
  • A single paragraph in a hundred-page partnership agreement contradicts the overall intent of the deal, and the court disregards it because the part must agree with the whole.
  • A warranty disclaimer buried in a purchase agreement conflicts with the express warranties in the rest of the document, and the court gives the disclaimer minimal consideration.

Legal domains

Cite this maxim

NeCede Max. 6.2.12 — The part which does not agree with its whole is entitled to small or no consideration. — Plowd. 101; Shep. Touch. 87; Weisman, 5f

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