82,891
edits
Entire agreement clause: Difference between revisions
no edit summary
Amwelladmin (talk | contribs) No edit summary |
Amwelladmin (talk | contribs) No edit summary |
||
| Line 8: | Line 8: | ||
===What’s in the box=== | ===What’s in the box=== | ||
A “classic” [[entire agreement]] clause contains the following components of flannelry: | A “classic” [[entire agreement]] clause contains the following components of flannelry: | ||
*A statement that the document (and, ahh, | *A statement that the document (and, ahh, ancillary documents it refers to, their schedules, annexes, [[side letter]]s and any other appended napkins, used envelopes or scraps of paper — you can see the unfolding problem here right?), represents the totality of the bargain. | ||
*A [[disclaimer]] of all prior [[representations]], intimations and innuendos that might otherwise have induced entry into the contract. | *A [[disclaimer]] of all prior [[representations]], intimations and innuendos that might otherwise have induced entry into the [[contract]]. | ||
*An exclusion of liability for any such [[Misrepresentation|misrepresentations]], innuendos etc (for the sort of [[chicken licken]] that might not trust its own [[disclaimer]], [[for the avoidance of doubt]]. | *An exclusion of liability for any such [[Misrepresentation|misrepresentations]], innuendos etc (for the sort of [[chicken licken]] that might not trust its own [[disclaimer]], [[for the avoidance of doubt]]. | ||
*If you are really minded to go to town, a restriction limiting a party's remedies for misrepresentations — which you have just comprehensively [[Disclaimer|disclaimed]], remember — to contractual remedies only. | *If you are really minded to go to town, a restriction limiting a party's remedies for misrepresentations — which you have just comprehensively [[Disclaimer|disclaimed]], remember — to contractual remedies only. | ||
| Line 15: | Line 15: | ||
===Tricks for ''les joueurs jeunes''=== | ===Tricks for ''les joueurs jeunes''=== | ||
*Would an [[entire agreement]] clause prevent a court [[Implied term|implying terms]] to give a [[contract]] [[business efficacy]]? No, said the Court of Appeal, rejecting the fatuous claim of a landlord in {{cite|Hipwell|Szurek|2018|EWCA(Civ)|674}} that an [[entire agreement]] clause in a lease contract that didn’t mention electrical wiring meant it wasn’t responsible for the maintenance and repair of the wiring, which proceeded to administer the tenant and customers of her cafe periodic electric shocks.<ref>I am not sure if they did actually get shocks, but it is fun to imagine.</ref> | *Would an [[entire agreement]] clause prevent a court [[Implied term|implying terms]] to give a [[contract]] [[business efficacy]]? No, said the Court of Appeal, rejecting the fatuous claim of a landlord in {{cite|Hipwell|Szurek|2018|EWCA(Civ)|674}} that an [[entire agreement]] clause in a lease contract that didn’t mention electrical wiring meant it wasn’t responsible for the maintenance and repair of the wiring, which proceeded to administer the tenant and customers of her cafe periodic electric shocks.<ref>I am not sure if they did actually get shocks, but it is fun to imagine.</ref> | ||