Entire Agreement Clause Example

If there are ambiguities and disagreements about the intention of the parties, the courts will look for signs of intent, based on the facts and circumstances surrounding the agreement, the conduct related to it by and between the parties and all agreements between the parties and all agreements between the parties. The first point to remember is that a comprehensive contractual clause does not function in such a way as to exclude the implication of a clause if it remains silent on implicit conditions; Clear words are usually necessary if the clause is intended to exclude tacit clauses.5 The purpose of a comprehensive contractual clause is to clarify that the agreement between the parties is exclusively what is stated in the written contract and to prevent the parties from asserting a posteriori claims that have made statements or assurances during the course of the contractual negotiations; and constitute, before the signing of the written contract, additional contractual conditions or an ancillary form of agreement. In other words, the parties include a full contractual clause in the contract in order to prevent these pre-contractual declarations and assurances from having contractual force. However, it is not possible to accept that evidence of custom or use may vary or contradict the contract explicitly or implicitly.11 Hipwell serves as a useful reminder that a court cannot be discouraged by the existence of a full contractual term when it considers that there are obvious gaps in the contract that need to be filled, to maintain its commercial efficiency. Entire contractual clauses are not the panacea that their explicit wording might suggest. Entire contractual clauses do this by providing that the agreement between the parties is limited to the conditions set out in the contractual documentation and nothing else. In Mears Ltd v Shoreline Housing Partnership Ltd.22, Mears entered into a contract for the repair and maintenance of the several thousand properties operated by Shoreline. .

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