The following Commercial practice note provides comprehensive and up to date legal information covering:
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.
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 rule applies not only
Free trials are only available to individuals based in the UK
Complete all the fields above to proceed to the next step.
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Parent company guarantees (PCGs) in constructionIn the construction industry, parent company guarantees (PCGs) are commonly given to the employer by the main contractor’s holding company to guarantee the performance of the contract by the subsidiary main contractor. This is a requirement in almost
Judicial review—time limits and the pre-action protocolWhen considering whether and how to bring a claim for judicial review, the first step is to consider whether judicial review is be an appropriate means of addressing the issues raised by the case at hand. For further guidance, see Practice Note:
Joint, several, and joint and several liabilityContractWhere a contract is made by two or more parties it may contain a promise or obligation made by two or more of those parties. Any such promise may be:•joint•several, or•joint and severalWhether an undertaking is joint, several, or joint and
Common law offence of false imprisonmentThe offence of false imprisonmentFalse imprisonment is a common law offence but it is more common as a civil action in tort (see Practice Note: False imprisonment).It is triable only on indictment. It may be classified in class 2A, 2B or 3 in accordance with
0330 161 1234