Merger clauses in business contracts

Abstract

Legal certainty and fairness are two concepts which represent various ends on the scale in contract law. They may at the same time be seen as contrary to each other and as being complementary to each other. They both then also play a role in the interpretation of contracts.
Also a judicial system should be based on among other things certainty as well as fairness. Courts (or arbitrators) will have to perform their respective roles keeping these two principles in mind when dealing with a dispute concerning the interpretation of a contract. As is well known, materially excellent principles are of little value failing an independent and reliable court system. The two principles mix differently in different legal systems.
Lars Heuman has devoted much of his “legal life” to the law of procedure where he has delved into differenttopics covering among other things the use of various procedural methods. 
I have personally been working mainly in the field of private law in general and contract law in particular, and thus a discussion on the topic of“merger clauses” as contractual elements but with implications in respect of the law of procedure may have some interest as a contribution in a Festskrift to Lars Heuman.
The use of a “merger clause” in a contract is often deemed by the parties to create more certainty in their contractual relation. This is the main reason for the growing use of this type of clauses in business to business contracts.