Entire Agreement Clauses
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19 February 2009
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
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  All ER (Comm) 696 (CA)
Lowe v. Lombank Ltd 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.  EWCA Civ 386  2 Lloyd's
Izaz Ali (email@example.com).
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
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Article Published/Sorted/Amended on Scopulus 2009-03-08 15:33:09 in Legal Articles