Q&As

Terms for a new lease have been agreed. The landlord will grant the tenant a rent concession and this concession will be contained in a side letter, personal to the tenant. The lease will include an ‘entire agreement’ clause. Should the entire agreement clause be amended so that the side letter is deemed to be part of the agreement?

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Produced in partnership with Elizabeth England of 42 Bedford Row
Published on LexisPSL on 15/07/2016

The following Property Disputes Q&A produced in partnership with Elizabeth England of 42 Bedford Row provides comprehensive and up to date legal information covering:

  • Terms for a new lease have been agreed. The landlord will grant the tenant a rent concession and this concession will be contained in a side letter, personal to the tenant. The lease will include an ‘entire agreement’ clause. Should the entire agreement clause be amended so that the side letter is deemed to be part of the agreement?
  • What is an entire agreement clause?
  • What is the status of a side letter where there is an entire agreement clause?
  • How do you incorporate a letter to a contract?
  • Should the entire agreement clause be amended so that the side letter is deemed to be part of the agreement?

What is an entire agreement clause?

An entire agreement clause is one which asserts that the contract contains the whole agreement between the parties and no more. It aims to prevent the parties from relying on any preceding agreements, negotiations or discussions that have not been set out expressly in the written agreement. See Practice Note: Entire agreement clauses.

What is the status of a side letter where there is an entire agreement clause?

It is likely that where there is an entire agreement clause, it would be very difficult indeed to rely on an additional term found outside of that agreement.

In North Eastern Properties Ltd v Coleman & Quinn Conve

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