Entire Agreement Clause in UK Law

Leading Cases
  • Watford Electronics Ltd v Sanderson CFL Ltd
    • Court of Appeal (Civil Division)
    • 23 Feb 2001

    Where both parties to the contract have acknowledged, in the document itself, that they have not relied upon any pre-contract representation, it would be bizarre (unless compelled to do so by the words which they have used) to attribute to them an intention to exclude a liability which they must have thought could never arise.

  • Kaefer Aislamientos SA de CV v AMS Drilling Mexico SA de CV
    • Court of Appeal (Civil Division)
    • 17 Ene 2019

    For my part I do not think that the entire agreement clause in the terms and conditions necessarily serve to exclude altogether the possibility that there might be undisclosed principals. On the other hand, I do consider that it is a cogent indication that the alleged agents (the First and Second Defendants) did not intend to act on behalf of an undisclosed third-party principal and that this was also the view of the Claimant.

  • Axa Sun Life Services Plc v Mortgage UK Financial Services Ltd & others
    • Court of Appeal (Civil Division)
    • 12 May 2011

    No doubt all such cases are only authority for each clause's particular wording: nevertheless it seems to me that there are certain themes which deserve recognition. However, save in such contexts, and particularly where the word "representations" takes its place alongside other words expressive of contractual obligation, talk of the parties' contract superseding such prior agreement will not by itself absolve a party of misrepresentation where its ingredients can be proved.

  • Ravennavi SPA v New Century Shipbuilding Company Ltd
    • Court of Appeal (Civil Division)
    • 07 Feb 2007

    There may be circumstances, of course, in which the court can be satisfied that a clause of that kind, although apparently couched in language wide enough to encompass the particular matter on which one or other party seeks to rely, was not intended by the parties to operate in the way in which its terms would suggest, but any such conclusion must be borne out by the particular circumstances of the case.

  • Rock Advertising Ltd v MWB Business Exchange Centres Ltd
    • Supreme Court
    • 16 May 2018

    Such clauses are commonly coupled (as they are here) with No Oral Modification clauses addressing the position after the contract is made. Both are intended to achieve contractual certainty about the terms agreed, in the case of entire agreement clauses by nullifying prior collateral agreements relating to the same subject-matter. As Lightman J put it in Inntrepreneur Pub Co (GL) v East Crown Ltd [2000] 2 Lloyd's Rep 611, para 7:

    But if the clause is relied upon as modifying what would otherwise be the effect of the agreement which contains it, the courts will apply it according to its terms and decline to give effect to the collateral agreement.

  • North Eastern Properties Ltd v Coleman & Quinn
    • Court of Appeal (Civil Division)
    • 19 Mar 2010

    The matter is put beyond all doubt, however, by the presence of clause 16.3 – the entire contract clause. If the parties agree that the written contract is to be the entire contract, it is no business of the courts to tell them that they do not mean what they have said. As John Chadwick QC said when sitting as a deputy judge of the Chancery Division, albeit in a case that preceded the enactment of section 2 of the 1989 Act:—

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Legislation
  • Finance Act 1986
    • UK Non-devolved
    • 1 de Enero de 1986
    ......agreements etc.) after subsection (1) there shall be ...enjoyed to the entire exclusion, or virtually to the entire. exclusion, ...model clauses set out in Schedule 4 to the Petroleum ......
  • Marine Insurance Act 1906
    • UK Non-devolved
    • 1 de Enero de 1906
    ......, unless there be an express or implied agreement with the assignee to that effect. . But the ... the provisions of the suing and labouring clause in order to. avert a loss insured against. . ... earlier policy has at any time borne the entire risk, or if a claim has been paid on the policy ......
  • Bankruptcy (Scotland) Act 1856
    • UK Non-devolved
    • 1 de Enero de 1856
    ......shall be reserved entire. S-CIV . As to Subjects improperly included in ... or entered into any secret or collusive Agreement or Transaction, to obtain the Concurrence of any ... limited by the Creditors, the following Clause will be here inserted: . And declaring further, ......
  • The Land Registration Rules 2003
    • UK Non-devolved
    • 1 de Enero de 2003
    ......, if it appears to the registrar that an agreement prevents the acquisition of rights of light or ..., expressed to be exonerated from the entire rent, and the covenants in paragraph 20(4) of ... that the provisions of [ specify clause, paragraph or other particulars ] of [ specify ......
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Books & Journal Articles
  • Navigating trans‐atlantic deals: warranties, disclosure and material adverse change
    • Núm. 15-4, Noviembre 2007
    • Journal of Financial Regulation and Compliance
    • 472-481
    Purpose: The purpose of this paper is to explore certain remaining differences in the underlying legal considerations and the differing customs and practices of US and UK mergers and acquisitions i...
    ......material adverse change clauses. The current issue and full text archive of this ... “representation” from the written agreement. Deletion of the term “representation” ... therefore invariably include an “entire agreement clause” and a provision to the effect ......
  • Expand and contract.
    • Núm. 2001, Enero 2001
    • Financial Management (UK)
    • Warchus, John
    • Application service providers - Brief Article
    ...... new technology supplier, check whether an entire agreement clause has been inserted. These may ......
  • Rectifying the Course of Rectification
    • Núm. 75-3, Mayo 2012
    • The Modern Law Review
    In Daventry District Council v Daventry & District Housing Ltd [2011] EWCA Civ 1153, the majority of the Court of Appeal held that a contract should be rectified because of a common mistake. Th...
    ...... to the interpretation of commercial agreements, driven in no small part by Lord Hoffmann ... RBS insisted that DDH insert the following clause: In relation to the Transferring Employees the ... An entire agreement clause will not assist, as r ......
  • Bridging the Gap: A Relational Approach to Contract Theory
    • Núm. 41-4, Diciembre 2014
    • Journal of Law and Society
    ...... context in which the parties made their agreement, the understandings that they derived from that ...There was some suggestion 17 that this clause was intended only to protect the seller from ... parties had agreed, unless it contains an `entire agreement' (merger) clause. If it does, there are ......
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Law Firm Commentaries
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