Entire Agreement Clauses

Entire Agreement clauses- not the be all and end all!

In a well drafted contract (usually in the boiler plate section) it is often the case that you will find an entire agreement clause. This sort of clause is used as a blanket cover to say that everything agreed between the contracting parties is set out in the agreement being signed. Anything not set out in it will not apply. The clauses can go on to say that any representations made were not to induce the other party to the contract etc and each party should make its own enquiries etc.

These clauses do not usually apply in cases of misrepresentations which induce the parties to contract. In such cases it is always advisable to clarify and correct any representations to avoid them being construed as a misrepresentation rather than to seek to rely on an entire agreement clause to serve as a catch all. There have been a number of cases in which this type of clauses has been considered. Cases in point are:

E A Grimstead & Son Ltd v. McGarrigan Unreported 27 Oct 1999

Watford Electronics v. Sanderson CFL Ltd [2001] All ER (Comm) 696 (CA)

Lowe v. Lombank Ltd [1960]1 WLR 196- this case sets out 3 requirements that must be satisfied in order for these types of clauses to be effective.

Peekay Intermark Ltd. v.Australia and New Zealand Banking Group Ltd. [2006] EWCA Civ 386 [2006] 2 Lloyd’s Report 511

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