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SCA EXAMINES RELATIONSHIP BETWEEN “ENTIRE AGREEMENT” CLAUSES AND IMPLIED TERMS

May 2009 - Litigation & Dispute Resolution. Legal Developments by Drew & Napier LLC .

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The Singapore Court of Appeal has provided valuable guidance on the relationship between “entire agreement” clauses and implied terms in contracts. An “entire agreement” clause would arguably not, as a matter of principle, exclude the implication of terms into a contract. In order for an “entire agreement” clause to exclude implied terms, such effect must be spelled out clearly and unambiguously in the clause itself.

The Court of Appeal also held that a general duty of good faith could not be implied in law into contracts.

 

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