No oral side agreements exist. However!

Background

So-called completeness clauses, e.g.

• "No oral side agreements exist",

• "No oral side agreements were made", or

• "Oral side agreements do not exist"

– whether included in the contract as general terms and conditions or individually negotiated – are aimed at confirming the fact that the written contract contains all agreements made between the parties regarding the subject matter of the contract.

In 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, which would apply anyway, but they still leave open the possibility for the contracting party, who wants to rely on a different oral agreement, to provide counter-evidence.

Case Law

According to the view of the BGH, a completeness clause does not lead to the irrefutable presumption that there are no oral agreements, nor can it be inferred that the parties' arrangements from the preliminary stage of negotiations have no validity (see BGH, decision of 03 March 2021 – XII ZR 92/19).

Additionally, the BGH clarifies that such completeness clauses as general terms and conditions are ineffective. It justifies this with the precedence of individual agreements per § 305b BGB, as well as with § 307 BGB and § 309 No. 12 BGB. According to the latter regulations, clauses in general terms and conditions are also ineffective if they alter the burden of proof to the disadvantage of the other contracting party, particularly by having the other party confirm certain facts.