In NF Football Investments Ltd/NFCC Group Holdings Limited, the High Court found that the entire contractual clause, when interpreted in accordance with the entire contract, prevented a claim for compensation for misrepresentation, despite the absence of an explicit exclusion to that effect. However, entire contractual clauses have become “boilerplate” clauses, which are often regularly included in contracts and are not negotiated or widely respected by the contracting parties. The parties are generally unaware of the unintended and unintended consequences of these clauses or are not aware of the unintended and unintended consequences. These clauses may be considered in the event of a dispute between the parties over the contractual terms. In the case of Mears Ltd. v. Shoreline Housing Partnership Ltd.22, Mears entered into a contract for the repair and maintenance of several thousand properties operated by Shoreline. It wasn`t until six months after Mears started working for Shoreline that the repair and maintenance contact was completed. For the six-month period prior to the signing of the final contract, Mears was paid on a compound basis. However, the final contract had a clause stipulating that a rate schedule (different from compound rates) would operate retroactively for the aforementioned six-month period.
Towards the end of the six-month period, Shoreline Mears held approximately US$300,000, claiming that Shoreline had to pay Mears on the basis of the scale and not compound rates and had paid Mears for a period of six months. While Shoreline defended the contractual clause in the final contract, Mears estoppel claimed by convention. The Court held that the entire agreement clause did not exclude the Estoppel doctrine from the convention, either by its explicit wording or interpretation. Given that the parties shared a fact adopted and had the same act for the six-month period prior to the conclusion of the contract, it was wrong to allow Shoreline to apply the terms of the final contract and circumvent its pre-contract obligations. 4. Previous agreements and agreement by agreement – Finally, when entering into a contract, the parties should consider whether the agreements reached before the treaty are concluded and which should be included in such a contract. In this case, this should be done by explicit reference to this agreement and its inclusion in the new treaty. If this has been done correctly, a whole contractual clause will not work to exclude it.
The court accepted the seller. As Axa Sun Life acknowledged, this decision applies only to the construction of the comprehensive contractual clause at issue. In addition, the structure of a specific clause must be defined within the framework of the agreement as a whole. On this point, the Court found that the parties intended to cover the entire contractual clause in order to cover false claims. In particular, the entire contractual clause has no bearing on the correction and allows the parties to provide extrinsic evidence that a clause has been omitted and that the contract should be rectified.14This is contrary to section 92 law subject to (1) of the IEA.