The Effectiveness Of Entire Agreement Clauses: Principles And Exceptions

Entire agreement clauses are commonly found in various types of commercial agreements. These clauses often provide that: (i) the contract constitutes the entire agreement between the parties with respect to the subject matter of the contract, (ii) the contract supersedes all prior agreements, understandings, negotiations and discussions, and (iii) there are no conditions, representations or warranties, expressed or implied, other than those included in the contract.

The purpose of entire agreement clauses is to maintain the certainty of commercial transactions by limiting the source of the parties' obligations and to prevent reliance by a party on pre-contractual verbal representations, statements or terms that are not incorporated in the contract.