The fact that the ancillary agreement is hidden from third parties does not necessarily mean that the third parties are deceived. It may be justified to enter into a secret ancillary agreement where the agreement is necessary to protect a trade secret, intellectual property or staff privacy. “[But] even if there are legitimate needs for confidentiality or interests for confidentiality, are secret agreements still necessary to protect those legitimate interests from secrecy?” Cohen proposed that the main agreement could, in some cases, declare that it is dealing with a confidential matter without disclosing the confidential information itself, for example. B when an employee signs a contract not to disclose trade secrets. Alternatively, the main agreement itself could be secret or relevant parties could be blacked out if the main agreement is shown to third parties who have an interest in the non-confidential parties also have broader implications for contract law and contract theory, Cohen argued. Ancillary agreements involve the entire contractual paradigm that exists in contract theory, Cohen said, because ancillary agreements are a deliberate attempt to render the main contract incomplete. “There are many ways for contract theory to think about secondary agreements and the idea of contract as property.” He concluded by saying, “Sometimes we have to look side to see what`s right in front of us.” In addition, these “ancillary agreements” could contravene the assurances given by the customer when signing the sales contract. For example, the Reynolds and Reynolds Massachusetts Standard Form Motor Vehicle Purchase Agreement (“P&S”) states that “Buyer represents and warrants that no loan other than the one mentioned above has been granted by the Dealer.” If your employees enter into “ancillary agreements” with the customer, your reseller extends the customer`s “credit” in violation of P&S. As soon as you make a “secondary statement” regarding the renewal of the credit, this “presentation” by the customer in P&S is no longer accurate. The contract law rule renders ancillary agreements inapplicable in many circumstances, but focuses doctrinally on whether the main agreement is sufficiently complete or whether the ancillary agreement is contrary to the main agreement. Where a party, in an exception to the rule of evidence, provides evidence that the main agreement was deception, evidence of ancillary agreements may be considered.
“The focus [of teaching] is on the bad. In many of these cases, the evidence of the ancillary agreement is very credible because it is the real agreement, but the problem is that it is fraud, and should the law sanction the fraud [by allowing the application of the secondary agreement]? Cohen said.. . . .