Entire Agreement Clause in UK Law
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Navigating trans‐atlantic deals: warranties, disclosure and material adverse change
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...... ... “representation” from the written agreement.Deletion of the term “representation” ... therefore invariably include an “entire agreementclause” and a provision to the effect ... ability to challenge the entire agreement clause and non-reliance statement.In Thomas Witter Ltd ... ...
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Expand and contract.
... ... new technology supplier, check whether an entire agreement clause has been inserted. These may ... ...
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The Principle of Good Faith in Contractual Performance: A Scottish-Canadian Comparison
... ... were parties to a commercial dealership agreement whereby Bhasin's agency sold Can-Am's education avings plans to investors. The non-renewal clause provided that either party could terminate their ... 18 Notwithstanding an entire agreement clause which would generally operate to ... ...
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PRINCIPLES, DEFINITIONS AND MODEL RULES OF EUROPEAN PRIVATE LAW. DRAFT COMMON FRAME OF REFERENCE (DCFR). FULL EDITION. Ed by Christian von Bar and Eric Clive Oxford: Oxford University Press (www.oup.com), 6 vols, 2010. xxi + 6,563 pp. ISBN 9780199573752. £750.
... ... contracts, such as the ISDA Master Agreement. And, even under English law, it is clear that ... given to what is generally known as an “entire agreement” clause in English (Art II-4:104), as ... ...
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Fundamental Issues for Reform of the Law of Contractual Interpretation
... ... are constituted by the subjective agreement of the parties or by the objective impression ... and function of so-called “entire contract clauses”. The Discussion Paper ... use of a so-called “entire agreement” clause, though views were sought on whether such a ... ...
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Contract terms
... ... 129 (i) Introduction 129 (ii) Form of agreement/articles of agreement 130 (iii) General ... Deinitions and interpretation 165 (iv) “Entire agreement” clause 167 (v) Quality of ... ...
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Rectifying the Course of Rectification
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. This n...... ... Mr Roebuck, for DDH, r eached an agreement in principle that DDH would make up the deficit ... RBS insisted that DDH insert the following clause: In relation to the Transferring Employees the ... An entire agreement clause will not assist, as r ... ...
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Bridging the Gap: A Relational Approach to Contract Theory
... ... 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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Formation and Expansion
... ... There was no agreement as to the business model to be adopted, no ... partnership deed was not conclusive, the clause concerning employed partners was powerful ... notices by partners to each other; • entire agreement clause (i.e. a statement that the ... ...
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Preliminary Sections
... ... management contracts 38 (xi) Framework agreement 39 ... CONTENTS ... (xii) Development and ... Deinitions and interpretation 165 (iv) “Entire agreement” clause 167 (v) Quality of ... ...
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