The Entire Agreement Clause: Conclusive or a Question of Weight?

21 Pages Posted: 19 Dec 2012 Last revised: 22 Mar 2015

See all articles by David McLauchlan

David McLauchlan

Victoria University of Wellington, Te Herenga Waka - Faculty of Law

Date Written: October 1, 2012

Abstract

This article addresses the question whether the inclusion of an entire agreement clause in an apparently complete written agreement precludes a finding that, in truth, the parties intended either a partly written and partly oral contract or a written contract and a collateral contract. According to recent decisions of the English courts, the answer is yes. However, the article discusses various reasons why the clause cannot, in principle, be conclusive. It also discusses alternative mechanisms for enforcing an oral undertaking that the evidence establishes was made and was intended to be binding, including the equitable remedy of rectification and, in contrast to English cases supporting the view that the entire agreement clause itself gives rise to a “contractual estoppel”, promissory estoppel and estoppel by convention.

JEL Classification: K12

Suggested Citation

McLauchlan, David, The Entire Agreement Clause: Conclusive or a Question of Weight? (October 1, 2012). Victoria University of Wellington Legal Research Paper No. 10/2013, Available at SSRN: https://ssrn.com/abstract=2191219 or http://dx.doi.org/10.2139/ssrn.2191219

David McLauchlan (Contact Author)

Victoria University of Wellington, Te Herenga Waka - Faculty of Law ( email )

PO Box 600
Wellington, 6140
New Zealand

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