An entire agreement clause is a clause inserted into a contract that seeks to prevent parties relying on any statements or representations (including those made during the course of contract negotiations) other than those expressly set out in the written contract. Disputes over such clauses are common, in particular whether an entire agreement clause can prevent a party bringing a claim for misrepresentation.
Whilst this judgment covers a number of interesting issues, one key issue that was addressed by the Court of Appeal was whether an entire agreement clause prevented the respondents from bringing claims for alleged misrepresentation. The Court of Appeal held that the entire agreement clause in question, which was seemingly a simple "boilerplate" clause, did not exclude liability for misrepresentation.
This case serves as a reminder that careful consideration should be given to all clauses included in a contract, even those which are considered to be "boilerplate" clauses. The simple fact that an entire agreement clause has been included in a contract does not necessarily mean that the parties will be able to prevent a subsequent claim for misrepresentation being brought.
Case: Axa Sun Life Services Plc v Campbell Martin Limited and Others  EWCA Civ 133