entire agreement clause

An entire agreement clause is a provision of a contract to attempt to narrow the causes of action that may be brought by a party to the contract who is unable sue under the express terms of the agreement.  Entire agreement clauses seek to prevent a litigant from relying on pre-contractual representations and contracts, whether those contracts are oral or written.

Contracts that contain entire agreement clauses therefore embody the entire agreement between the parties, operates to exclude collateral contracts and collateral warranties to a large extent. As a result such clauses may also have the effect of limiting the claims that have been suffered by an innocent party where the contract does not cater for the conduct of the party in breach. Such clauses therefore have a significant impact on the claims that may be brought under business contracts.

Entire agreement clauses should be distinguished from non-reliance clauses, that look to exclude claims for negligent and innocent misrepresentation. Such clauses provide that the parties have not relied on any previous to induce them to enter into the contract in the first instance, other than those set out expressly in the contract.

Usage: The entire agreement clause prevented the claim for negligent misrepresentation.

Related Words: contract; agreement; invitation to treat; option agreements; promissory estoppel; postal acceptance rule; privity of contract; negligent misrepresentation; fraudulent misrepresentation; discharge of contracts; restraint of trade; restrictive covenant; duress; undue influence; common mistake; mutual mistake; unilateral mistake; conditions of contract; warranty; exclusion clauses; limitations of liability; anticipatory breach; remoteness of damage; quantum meruit.