Entire agreement

by Practical Law Commercial

This standard clause provides long-form and short-form versions of an entire agreement clause for use in transaction agreements. An essential boilerplate provision, the entire agreement clause aims to provide certainty by confirming that the written contract constitutes the whole agreement between the parties. This seeks to prevent claims based on pre-contractual statements or alleged collateral contracts. As is common, the standard clause also seeks to restrict liability for claims based on misrepresentation. The integrated drafting notes analyse the key components of the clause and explore the significant legal framework governing both elements of the entire agreement provision, including the Misrepresentation Act 1967 and the reasonableness test under the Unfair Contract Terms Act 1977 (UCTA). It also examines practical drafting considerations, such as how to manage multiple transaction documents, to help users tailor the clauses effectively.