'Entire Agreement' Clauses: How Effective?

J. Eldridge, 'Entire Agreement' Clauses: How Effective?' (2019) 33(4) "Commercial Law Quarterly", pp. 3-8 (edited version)

Sydney Law School Research Paper No. 19/78

11 Pages Posted: 13 Dec 2019

See all articles by John Eldridge

John Eldridge

The University of Sydney - Faculty of Law

Date Written: December 13, 2019

Abstract

In spite of the readiness with which ‘entire agreement’ clauses are employed, the effect of such clauses in Australian law remains a subject of some difficulty. Whereas English law has largely embraced the notion that such clauses are to be enforced according to their terms, the position in Australia is less clear. Although the effect of ‘entire agreement’ clauses in Australian law has been the subject of much able commentary, their prevalence and importance nonetheless warrants a further examination of the status of such clauses on the current state of the law. The object of this short paper is to explore the degree to which ‘entire agreement’ clauses are effective in Australian law, and to highlight the ways in which an apparently effective provision might be vulnerable to circumvention.

Keywords: contracts, contractual interpretation, entire agreement clauses, implied terms, incorporation of terms, estoppel, misleading or deceptive conduct

JEL Classification: K10, K30

Suggested Citation

Eldridge, John, 'Entire Agreement' Clauses: How Effective? (December 13, 2019). J. Eldridge, 'Entire Agreement' Clauses: How Effective?' (2019) 33(4) "Commercial Law Quarterly", pp. 3-8 (edited version), Sydney Law School Research Paper No. 19/78, Available at SSRN: https://ssrn.com/abstract=3503166

John Eldridge (Contact Author)

The University of Sydney - Faculty of Law ( email )

New Law Building, F10
The University of Sydney
Sydney, NSW 2006
Australia

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