Commentary

27.4 Drafting points—entire agreement clause

BOILERPLATE AND COMMERCIAL CLAUSES vol 4(3)
| Commentary

27.4 Drafting points—entire agreement clause

| Commentary

27.4 Drafting points—entire agreement clause

  1. (a)

        Is the agreement to be limited only to its written terms? If:

    1. (i)

          there has been an extensive course of dealing between the parties; or

    2. (ii)

          particular statements or representations (whether oral or in writing) are relevant or need to be incorporated in the present agreement

    then a ‘general’ entire agreement clause will not be appropriate.

  2. For example, if the parties have entered into a series of agreements, which are all linked to the same deal (such as an asset purchase agreement, assignment of intellectual and real property, or novation agreement), statements, representations and

To continue reading
View the latest version of this document, as well as thousands of others like it, sign in to LexisLibrary or register for a free trial