Entire agreement clauses
Entire agreement clauses

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

  • Entire agreement clauses
  • Parol evidence rule
  • Entire agreement clauses
  • Drafting effective entire agreement clauses
  • Entire agreement clauses and their interaction with exclusion of liability clauses
  • Points to consider when negotiating or drafting an entire agreement clause

This Practice Note discusses the purpose and features of entire agreement clauses (also known as whole agreement clauses), primarily in the context of business-to-business agreements. An entire agreement clause aims to give the parties certainty that the entirety of the agreement between them is set out in writing and to ensure that any pre-contractual representations, statements, arrangements or discussions will not form part of the agreement they are entering into.

It is important to give attention to the drafting of an entire agreement clause, as it is one of the most heavily litigated clauses among the boilerplate clauses of an agreement. For a precedent clause with drafting notes, see Precedent: Entire agreement clause.

This Practice Note also summarises the parol evidence rule.

Parol evidence rule

The parol evidence rule dictates that where the intention of the parties has been reduced to writing, there is a general presumption that a written contract contains all of the terms of the agreement between the parties. It is generally not permissible to adduce extrinsic evidence, whether oral or written, either to show what the parties’ intention was in entering that contract, or to contradict, vary or add to the terms of the written agreement (including implied terms). The parol evidence rule is subject to some exceptions, further details of which are set out below.

The parol evidence