In many business transactions, there will be multiple agreements between different parties and these agreements often contain “entire agreements” to ensure that the parties are only bound to the terms of the agreement(s) they sign. However, such a clause can be invoked and interpreted in a surprising way for the parties, especially with regard to the settlement of disputes. Entire contractual clauses may exclude claims based on warranties, implied terms and misrepresentation. In their interpretation, the courts have chosen an optimistic commercial approach, where freedom of contract prevails over other considerations. Where are the parties? They should be cautious when designing or accepting entire contractual clauses. They have the effect of restricting the types of claims that the parties can assert – so the parties must check whether the written contract addresses all the problems and situations that may arise. On the other hand, the clause applies mutually to both parties in order to ensure security and to ensure that all relevant conditions are expressed in the treaty. Clause 2.5 of the agreement provides that “the buyer confirms that it has not relied on any representation or warranty obligation on the part of or on behalf of the sellers. with the exception of a warranty, warranty or obligation expressly defined [in the agreement]… ». Another clause stated that “no party to this agreement has entered into this agreement by relying on the insurance, guarantee or commitment of any other party that is not defined or mentioned in this agreement.” The Court also found that, if the parties have agreed on a full contractual clause that excludes the liability of pre-contractual insurance, the clause may also nullify any right to misrepresentation, given that “if both parties to the contact have themselves acknowledged in the document that they do not rely on pre-contractual representation, it would be strange (unless: The words they used force them to attribute to them the intention to exclude them; a responsibility that they must have thought could never see the light of day.” The Court of Appeal found that the purpose of this contract was to precisely define the obligations of the parties, thus underlining the importance of an interpretation of the text.
This argument seemed to imply that the method of interpretation adopted was linked to the entire clause of the contract. However, the Supreme Court has found that a comprehensive contractual clause in itself does not take into account the interpretation of the Treaty. Apparently, it was meant that such a clause does not impose a certain method of interpretation. A general remark such as this has only limited value, since it is for the preliminary courts to assess the importance of a given clause in each case. Extrinsic evidence may also be admissible for the interpretation of contractual conditions, although the contract may contain a full contractual clause. In Proforce Recruit Ltd v Rugby Group Ltd.7, the Court of Appeal decided that by incorporating the entire contractual clause, the parties wished to exclude extrinsic evidence for the purpose of establishing the content of the contract or the provision of security or ancillary contract, but not for determining the importance of a contractual term by referring to prior assurances. Agreements, negotiations and understandings between the parties. In this case, an employment agency has concluded a contract with a client for the supply of working personnel and cleaning equipment. . . .