Whole Agreement Clause

In NF Football Investments Ltd/NFCC Group Holdings Limited, the High Court found that the entire contractual clause, when interpreted in accordance with the entire contract, prevented a claim for compensation for misrepresentation, despite the absence of an explicit exclusion to that effect. The final contract contained a full contractual clause. Shoreline argued that this clause had prevented Mears from availing itself of the pre-contract agreement. However, Akenhead J noted that “the full agreement clause” does not exclude or limit confidence in an established and effective Estoppel, either explicitly or by interpretation. It was found that prior to the start of the contract, the parties shared an assumption and based on this assumption over a long period of time, so it would be unfair to allow Shoreline to apply the terms of the contract in order to avoid the performance of their obligations under the pre-contract agreement. Questions about the effectiveness of whole contractual clauses are increasingly being raised in litigation, particularly in disputes related to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or extensions of such agreements or agreements in which the parties have had a long period of activity. A comprehensive agreement clause is intended to ensure that all conditions relating to the rights and obligations of the parties are defined in a single document that replaces all previous negotiations and agreements. The purpose of such a clause is to prevent the contracting parties from relying on statements or statements during negotiations in order to assert that they have agreed to something other than what is provided for in the treaty at the time of a dispute. A standard clause of the full contract may be as if under: This agreement constitutes the whole agreement between the contracting parties and replaces all prior agreements, agreements, negotiations and discussions, whether orally or in writing. There are no guarantees, alliances, conditions or other agreements, explicit or implied, of security, legal or otherwise, between the parties in relation to the purpose of this agreement, unless it is expressly included in it. 4. Previous agreements and agreement by agreement – Finally, when entering into a contract, the parties should consider whether the agreements reached before the treaty are concluded and which should be included in such a contract. In this case, this should be done by explicit reference to this agreement and its inclusion in the new treaty.

If this has been done correctly, a whole contractual clause will not work to exclude it. The general rule is that the entire agreement clause concludes the parties to conduct all oral evidence to prove the terms of the contract1, since the parties expressed by the entire agreement clause their intention that the document must contain all the terms of their agreement2 and this supports the rule of evidence parol under Section 92 of the Indian Evidence Act, 1872 (“IEA”).3 There are, however, some exceptions to this general rule.