Introduction
Whole agreement, or entire agreement, clauses can be found in
most commercial contracts. This type of clause serves to confirm
the scope of the agreement and allocate various risks between the
contracting parties. In a recent decision, Houle v Knelsen Sand
and Gravel Ltd,1 the Alberta Court of Appeal
provided guidance on the applicability of whole agreement clauses
in relation to disputes between contracting parties regarding
negligent and innocent misrepresentations.
Facts
The Houles identified and pursued development of a parcel of
land they believed to contain valuable gravel deposits estimated
between 800,000 and 900,000 tonnes. As part of the development, an
assessment of the gravel deposit was obtained from a third party
which estimated that there might be 444,850 tonnes of gravel in the
land. The Houles approached Knelsen Sand and Gravel Ltd.
("Knelsen") to extract the gravel. After receiving the
third party estimate from the Houles,
