Absence Of Entire Agreement Clause

Hipwell v Szurek was about renting coffee rooms. The tenant had problems due to allegedly dangerous electrical pipes. The Tenant stated that she had the right to process the tenancy agreement. In particular, it argued that the lessor improperly violated a tacit clause that made it responsible for the maintenance and repair of electrical installations. The owner challenged the liability and invoked the entire contractual clause and the non-confidence clause in the lease. They submit that the lease “constitutes the whole agreement and understanding of the parties regarding the transaction provided for by the granting of this tenancy agreement and replaces any prior agreement between the parties regarding the transaction” and that, at the conclusion of the tenancy agreement, the tenant “has no remedy with respect to a statement or insurance of the lessor or on behalf of the lessor and has no remedy. This decision serves as a reminder that disclaimers for common law claims must be clearly and explicitly established in a contract. With regard to misrepresentation, in particular, this can be done by established formulations (i.e. a non-confidence clause or an explicit language of exclusion). On appeal from the buyer, the High Court judge set aside the master`s decision. He did not consider that the whole of this contractual clause was effective in excluding false allegations, as there was no “clear wording that insinuated the intention to go beyond the definition of the scope of the contractual agreement and to exclude other claims.” The judge stated that the purpose of such clauses is as follows: In Al-Hasawi v Nottingham Forest Football Club Ltd [2018] EWHC 2884 (Ch), the High Court overturned a master`s decision which decided that a full clause of agreement excluded liability for claims of misrepresentation.

The High Court found that the entire agreement clause was not effective in excluding any allegations of misrepresentation, and the parties had not agreed to such an exclusion separately. Although this was the decision of a Masters to summarise the reasons for judgment, it draws attention to the dangers of a rigid approach to the interpretation of the standard clauses of the boiler platform. As with any other clause, they are always interpreted as part of the overall contract.