Parties may often seek to specify that the entirety of their contractual relationship is governed by the written contract they have signed. This is what is known as an ‘entire agreement clause’. This Practice Note considers why they are used and some of the key issues relevant to their use, such as the relationship between entire agreement clauses and implied terms, misrepresentation, fraud and exclusion clauses, non-reliance statements and encompassing issues of evidential estoppel and contractual estoppel.
For further information on interpreting the extent of parties’ contractual obligations, see Practice Notes:
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At its most basic, an entire agreement clause is one which states that the whole of the contractual relationship between the parties is governed exclusively by the terms set out in the parties’ written contract. This means that, when construing the contract, the court is confined to considering the 'four corners of the agreement' and that pre-contractual communications between the parties