Contract interpretation—interpreting entire agreement clauses
Contract interpretation—interpreting entire agreement clauses

The following Dispute Resolution guidance note provides comprehensive and up to date legal information covering:

  • Contract interpretation—interpreting entire agreement clauses
  • Entire agreement clauses—what are they?
  • Entire agreement clause—why have one?
  • When are entire agreement clauses effective?
  • Relationship between entire agreement clauses and exclusion clauses
  • Relationship between entire agreement clauses and pleas of contractual estoppel

Parties may often seek to specify that the entirety of their contractual relationship is governed by the written contract they have signed. This is what is known as an ‘entire agreement clause’ and this Practice Note considers why they are used and some of the key issues relevant to their use.

For further information on interpreting the extent of parties’ contractual obligations, see Practice Notes:

  1. The parol evidence rule in interpreting contracts

  2. Contract interpretation—admissibility of surrounding documents

and related content.

Entire agreement clauses—what are they?

An entire agreement clause is one which states that the whole of the contractual relationship between the parties is governed exclusively by the terms set out in the parties’ written contract. This means that, when construing the contract, the court is confined to considering the 'four corners of the agreement' and that pre-contractual communications between the parties cannot attract liability.

Wording for a simple entire agreement clause may be as basic as ‘This Agreement is the entire agreement between the parties in relation to its subject matter. No other terms apply.’ However, parties may seek to agree more sophisticated and tailored entire agreement provisions. See, for example, Precedent: Entire agreement clause.

It is necessary to distinguish an entire agreement clause from a non-reliance clause (although the two types of clause are often combined in the same contractual provision).