Entire Agreement Meaning

Evidence Establishing Integration: While after an agreement is signed, the courts do not authorize additional documents, agreements or other evidence, these documents, agreements and other evidence can and should be used to determine the threshold for the initial integration of an agreement. In the case of Mears Ltd/Shoreline Housing Partnership Ltd,a social housing owner (Shoreline) entered into an agreement whereby Mears (a maintenance contractor) would operate Shoreline`s properties. Mears began working for the owner six months before the contract was signed. Mears` labour cost calculations were based on a different price list than the signed contract formula. Subsequently, it turned out that the price list was not working and the parties agreed on a new composite code system. Mears was billed and paid according to the new composite code. The “complete agreement” or “integration” clause defines the scope of the agreement. The agreement-wide clause tells the courts that what is defined as the agreement is a complete, comprehensive or “fully integrated” agreement. An example of a comprehensive clause in the contract would be: “This instrument contains the entire agreement of the parties regarding the purpose of this agreement and there is no other commitment, insurance, guarantee, use or procedure that concerns it.” Full contractual clauses are a standard feature in boiler platform contracts. They have been the subject of numerous litigations and detailed judicial analyses. This is why a standard approach to the development of these clauses has been put in place. However, when interpreting these clauses, the courts will not analyze the clause in isolation – the usual rules of interpretation apply.

As recent cases show, the guidelines in the case law will be helpful, but the courts will adopt them in the broader context of the agreement reached. In this regard, we review recent decisions on all contractual clauses and analyze their practical effects. In this respect, a comprehensive agreement clause becomes important. A clause in a comprehensive agreement is intended to make the Tribunal understand that the parties intend the agreement to be a definitive expression of their intent or to be integrated and complete. A comprehensive agreement clause is convincing evidence of an integrated agreement, but it is not temporary; a court is not obliged to find an integrated agreement, including an entire agreement clause.