'Entire Agreement' Clauses: How Effective?
J. Eldridge, 'Entire Agreement' Clauses: How Effective?' (2019) 33(4) "Commercial Law Quarterly", pp. 3-8 (edited version)
11 Pages Posted: 13 Dec 2019
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: Suggested Citation