For the avoidance of doubt, the only rights and remedies available to the parties under or in connection with this Agreement are those expressly set out in this Agreement. No other rights or remedies shall be implied whether by statute, at common law or otherwise.
Here is a plain English explanation of the No Other Rights clause:
- This clause clarifies that the only rights and remedies available to the parties under this Agreement are those clearly spelled out in the Agreement.
- No other rights or remedies are implied or can be inferred - whether from statute, common law, or any other source.
- The parties have only the rights and remedies explicitly written in the Agreement text.
- The purpose is to prevent either party trying to claim any additional rights or remedies that are not expressly granted.
- It reinforces that the written words of the Agreement alone determine the parties' rights.
- External sources like statutes or common law cannot be used to imply extra rights or remedies not specified.
- The clause shuts down arguments that unspecified rights or remedies exist by implication.
- It limits rights and remedies strictly to those delineated within the four corners of the Agreement.
The origin of clauses like "No Other Rights" lies in the English law concept of contractual interpretation known as the four corners rule.
Under this strict approach, the explicit words of the written agreement reign supreme when determining the parties' rights and obligations.
By the 19th century, English courts had firmly embraced the four corners rule which barred consideration of external evidence when construing a contract. The plain language controls. Anything not stated in the text has been intentionally excluded.
This tradition molded English law into a literal interpretation philosophy constrained within the four corners of the document. Clear written terms govern. Implied rights or meanings from outside sources are disregarded.
Clauses such as "No Other Rights" emerged as contractual reinforcement of these entrenched English legal principles. They function as express exclusions of rights not positively spelled out in the agreement. The aim is to foreclose debate on inferred or implied rights from common law or other external sources.
By explicitly negating any rights not within the four corners, these clauses entrench the strict English law of contractual interpretation.
Parties can claim only expressly delineated rights, nothing more. This traces back centuries to English courts' reluctance to look beyond the written words.