This Agreement Contains The Entire Agreement Between The Parties
Gaps in development are always best avoided. Where there are gaps, a whole agreement will not prevent the courts from filling them. In the case of Mears Ltd. v. Shoreline Housing Partnership Ltd.22, Mears entered into a contract for the repair and maintenance of several thousand properties operated by Shoreline. It wasn`t until six months after Mears started working for Shoreline that the repair and maintenance contact was completed. For the six-month period prior to the signing of the final contract, Mears was paid on a compound basis. However, the final contract had a clause stipulating that a rate schedule (different from compound rates) would operate retroactively for the aforementioned six-month period. Towards the end of the six-month period, Shoreline Mears held approximately US$300,000, claiming that Shoreline had to pay Mears on the basis of the scale and not compound rates and had paid Mears for a period of six months. While Shoreline defended the contractual clause in the final contract, Mears estoppel claimed by convention. The Court held that the entire agreement clause did not exclude the Estoppel doctrine from the convention, either by its explicit wording or interpretation. Given that the parties shared a fact adopted and had the same act for the six-month period prior to the conclusion of the contract, it was wrong to allow Shoreline to apply the terms of the final contract and circumvent its pre-contract obligations.
In addition, extrinsic evidence is permitted when the validity of the contract itself is called into question. Section 92, subject to (1) of the IEA, reinforces this rule and provides: That oral evidence be admissible to prove that a contract is invalid or non-valid for fraud, coercion or illegality of the object.8 Oral evidence is also admitted to prove fraudulent misrepresentation.9 A full contractual clause has no bearing on the admissibility of extrinsic evidence in the case of proving liability of a contractor in the event of misrepresentation or evidence of impermanence of a contract. Recent case law shows that it is important to carefully consider the effects of whole contractual clauses when they are included in trade agreements. In particular, if a party wishes to exclude liability for pre-contract insurance, the contract must expressly exclude this liability, although liability for fraudulent pre-contract insurance can never be excluded. (b) this agreement was freely negotiated between the contracting parties, each of whom received independent legal advice; and full contractual clauses are a standard feature in boiler platform contracts. They have been the subject of numerous litigations and detailed judicial analyses. This is why a standard approach to the development of these clauses has been put in place. However, when interpreting these clauses, the courts will not analyze the clause in isolation – the usual rules of interpretation apply.
As recent cases show, the guidelines in the case law will be helpful, but the courts will adopt them in the broader context of the agreement reached. In this regard, we review recent decisions on all contractual clauses and analyze their practical effects. 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.