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Entire Agreement Clauses Misrepresentation

As part of a sales contract (SPA), two buyers have acquired all the shares of Nottingham Forest Football Club (the club). The SPA contained a complete contractual clause as follows: “This agreement (together with the documents mentioned therein) represents the entire agreement between the parties and replaces and deletes all discussions, correspondence, negotiations, drafts, agreements, promises, assurances, guarantees, assurances and agreements between them, written or oral, concerning their subject matter.” The buyers brought an action for misrepresentation on the grounds that the club`s commitments were incorrectly indicated in the pre-contractual documentation. The buyers stated that they relied on these statements to conclude the SPA. The seller contested the claim and relied on the entire contractual term as part of its arguments. This clause, when interpreted in the context of the entire contract (and in particular the agreed contractual procedure for the management of false statements relating to the extent of the club`s liability), has excluded any legal claim for misrepresentation. The buyer, who relied on AXA Sun Life, argued the opposite. The clause did not explicitly exclude claims for misrepresentation. Consequently, the clause excluded only insurance of a contractual nature issued before the execution of the SPA. The High Court of England recently confirmed1 that a “global agreement” clause does not exclude liability for misrepresentation.

This article examines whether the law is the same in Australia and, if so, what is the meaning of an entire contractual clause? Furthermore, it is reasonable that the whole treaty should be included in the agreements and not in oral ancillary agreements. Accordingly, the Court of Appeal found that it was reasonable to include the clause in the agreements. In a dispute relating to the sale and purchase of shares in Nottingham Forest Football Club, the English High Court recently ruled on appeal that the entire contractual clause contained in the contract for the sale of shares in question had not functioned in such a way as to exclude false non-contractual claims. “This contract supersedes all prior discussions, assurances, negotiations and agreements and sets out all the terms of the agreement between the parties as to their subject matter.” A recent Supreme Court decision confirmed the need for clear and clear wording to exclude claims of misrepresentation. So what are the consequences of an entire contractual clause? Entire contractual clauses exclude liability for pre-contractual statements that do not appear in the written contract. In this way, such clauses can help the parties limit or even avoid the costs of a dispute by providing certainty that the terms of the contract are limited to those defined in the final written agreement that contains the clause itself. “A complete provision of the Treaty does not exclude a right to misrepresentation, since the refusal of the contractual force of a declaration cannot prejudice the misrepresentation status of the declaration.” AXA Sun Life Services plc (AXA) claimed damages under several standard form agreements (the agreements) under which the defendant companies had agreed to provide certain financial services as representatives of AXA. The defendant companies claimed damages and claimed that AXA had made negligent false statements inducing them to enter into the contracts and/or breached warranty warranties and/or breached the implied terms of the agreements.

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