Entire Agreement Clause Case

The Court of Justice`s analysis of the application of Section 3 and the fact that the contractual Estoppel is not an answer to the question of whether it applies is of particular interest. As the Court recognized, the fact that the clause gave rise to a contractual estoppel would preclude the application of Section 3 would mean that, subject to other applicable laws, the contracting parties could, without prejudice to an unpreacceptious misinterpretation of this type. Those who drafted the Misrepresentation Act did not intend to go around the parties through such an intelligent wording of Section 3. Leggatt LJ added his comments regarding Lewison LJ and stated: “I assume that when a contractor relies on the principle of contractual Estoppel, he argues that the other party is prevented, because of a contract term, from asserting a necessary circumstance to determine liability for a pre-contract misrepresentation. the term falls under Section 3 of the Misrepresentation Act 1967. Such a concept is therefore ineffective unless it meets the adequacy requirement set out in Section 11 of the UCTA.” The contracting parties must therefore be aware that, when drafting a clause that would lead to a contractual estoppel, they will only be applied if they complete the UCTA adequacy review. As an illustration, it was not sufficient to exclude the “intrinsic” tacit clauses of the Court of Appeal in Axa Sun Life plc/Campbell Martin Ltd. However, there is some uncertainty as to the effect of a comprehensive agreement clause that explicitly and explicitly excludes “intrinsic” notions that are implied on the basis of the commercial effect. While the Court`s approach remains to be expected in such a scenario, a subsidiary action by the Court of Appeal in Axa Sun Life casts doubt on whether such a clause would in future exclude “intrinsic” terms.7 However, in order to strengthen the protection afforded by a comprehensive agreement, the parties may consider that collateral contracts are also more difficult to assert.