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McMeel on The Construction of Contracts, 3rd Edition by McMeel, Gerard (12th October 2017)

Part III Particular Contractual Provisions, 26 The Integrity of the Instrument: ‘Entire Agreement’ and ‘Non-Reliance’ Clauses

From: McMeel on The Construction of Contracts (3rd Edition)

Gerard McMeel

Subject(s):
Construction of contract — Interpretation of contract — Performance of contract

This chapter examines the approach of the courts to ‘entire agreement’ and ‘non-reliance’ clauses. Such clauses seek to protect the integrity of the instrument. Modern commercial contracts have spawned a cluster of provisions intended to protect the integrity of the written instrument itself. They do so by restricting its easy modification and the parties' recourse to extra-contractual remedies—clauses requiring variations or waivers to be in writing or evidenced by signatures of senior personnel, clauses negating reliance on statements during negotiations, and entire agreement clauses. The chapter shows that whilst these clauses cannot wholly negate the characterization of the question of whether the agreement is integrated in writing as an issue of fact, they may have the effect of making a judge more sceptical of arguments that the agreement is to be found partly inside and partly outside the four corners of a document.

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