No oral side agreements exist. However!

Background

So-called completeness clauses, for example,

• "No oral side agreements exist,"

• "No oral side agreements have been made," or

• "No oral side agreements exist"

are intended—regardless of whether they are included in the contract as general terms and conditions or individually negotiated—to confirm that the written contract contains all regulations agreed upon between the parties regarding the subject matter of the contract.

According to the case law of the Federal Court of Justice (BGH), it has been clarified that such clauses merely reflect the presumption of completeness and accuracy of the written contractual document that is already intervening, but they leave it open for the contracting party, who wishes to rely on a divergent oral agreement, to provide counterevidence.

Case Law

According to the view of the BGH, a completeness clause cannot be considered to provide an irrefutable presumption for the non-existence of oral agreements, nor can it otherwise imply that the agreements of the parties from the stage of contract-initiating negotiations no longer have any validity (see BGH, Judgment of March 3, 2021 – XII ZR 92/19).

Furthermore, the BGH makes it clear that such completeness clauses as general terms and conditions are ineffective. It justifies this with the precedence of individual agreements according to § 305b BGB, but also with § 307 BGB and § 309 No. 12 BGB. According to these latter regulations, such clauses in general terms and conditions are also ineffective if the user changes the burden of proof to the disadvantage of the other contracting party, particularly by having the other party confirm certain facts.