Entire contractual clauses are often negotiated in circumstances where the alleged infringer wants to invoke the clause to argue that the innocent party cannot invoke pre-contractual false statements. A reference to « presentations » throughout a contractual clause can be used to refer to contractual obligations and not to misrepresentation. The purpose of a comprehensive contractual clause is to clarify that the agreement between the parties is exclusively what is stated in the written contract and to prevent the parties from asserting claims a posteriori, that statements or assurances made during the contractual negotiations and before the signing of the written contract are additional provisions of the agreement or an ancillary form of agreement. 2. In other words, the parties include a full contractual clause in the contract in order to prevent these pre-contractual declarations and assurances from having contractual force. Therefore, a threshold issue for a court seised of a contractual dispute is to define the conditions that the parties wished to include in their agreement in order to define the conditions of the integrated agreement, these are the conditions that bind the parties to certain obligations or liabilities. The court found that there was a « clear and obvious gap » in the lease. With the exception of a lessor`s insurance agreement, the lease agreement did not contain any explicit provision concerning the exterior of the premises or their supply of electricity. The power supply was not due to the tenant`s obligation to keep the « furniture » in good condition and in good decorative condition. In addition, the lease provided that the lessor was to enter the premises to repair, maintain or renovate service supports, including the means used to transport gas and electricity to the premises. As such, the Court of Appeal stated that it was necessary to fill this gap and imply the owner`s obligation that the electrical installation and other service supports provided were safely installed and covered by a required certificate. In addition, the implication of this clause is not excluded by the entire contractual clause.
This is where a comprehensive integrity clause becomes important. A clause on the entire agreement must make it clear to the Tribunal that the parties intend that the agreement is the final expression of their intention or integration and complete. A clause in the entire agreement is convincing evidence of an integrated agreement, but it is not dispositive; Including a comprehensive contractual clause, it is not necessary for a court to find that an agreement is incorporated. When revising a comprehensive contractual clause, there are some important pitfalls to respect and avoid: entire contractual clauses must also be appropriate under the Unfair Contract Clauses Act 1977. . .