Contracts: entire agreement clauses
A practice note that provides guidance on the purpose and legal effect of entire agreement clauses in commercial contracts. This note analyses how this important boilerplate provision operates to prevent parties from raising claims based on pre-contractual statements or asserting the existence of collateral warranties. It also considers the use of such clauses to restrict liability for claims based on misrepresentation. The note examines the typical components of an entire agreement clause. In relation to misrepresentation issues, it explores the development of contractual estoppel and considers the application of section 3 of the Misrepresentation Act 1967 and the reasonableness test under the Unfair Contract Terms Act 1977 (UCTA). It also considers the limits of these clauses, discussing what they do not prevent, such as claims for rectification, the implication of certain terms, and liability for fraudulent misrepresentation.
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