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Entire Agreement Clauses


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19 February 2009

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. For example, the clauses can go on to say that any representations made were not to induce the other party to the contract and each party should make its own enquiries.

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 these types of clauses have 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

Izaz Ali ( Izaz Ali is a commercial lawyer who specialises in information technology law and intellectual property law with an emphasis on IT, escrow and buying and selling online businesses.

About the Author

Lawdit Solicitors offer services and advice for litigation, commercial contracts, Intellectual Property and IT legal agreements. We are experts in commercial law with a heavy emphasis on Intellectual Property, Internet and e-commerce law. Lawdit is a member of the International Trademark Association, the Solicitors' Association of Higher Court Advocates and we are the appointed Solicitors to the largest webdesign association in the world, the United Kingdom Website Designers Association.

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Article Published/Sorted/Amended on Scopulus 2009-03-08 15:33:09 in Legal Articles

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