Introduction This client alert is intended to
provide a summary which considers the effectiveness and limitations
of entire agreement clauses. It also includes some suggestions as
to how one might seek to enhance their effects to cater for certain
situations and requirements.
Questions regarding the effectiveness of entire agreement
clauses appear to arise with increasing frequency in disputes,
particularly disputes relating to long term contracts such as joint
ventures, long term supply agreements, long term financing
arrangements or amendments and/or renewals to such agreements or
arrangements where parties have had a long course of dealings.
The issues tend commonly to play out when disagreements arise
with regard to the meaning and effect of such contracts or
arrangements and where a party attempts to look outside the
contract terms themselves to support a claim, defence or
argument.
