Contract interpretation—entire agreement clauses


Produced in partnership with Jon Chapman of Clarkslegal LLP
Practice notes

Contract interpretation—entire agreement clauses


Produced in partnership with Jon Chapman of Clarkslegal LLP

Practice notes
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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’. This Practice Note considers why they are used and some of the key issues relevant to their use, such as the relationship between entire agreement clauses and implied terms, misrepresentation, fraud and exclusion clauses, non-reliance statements and encompassing issues of evidential estoppel and contractual estoppel.

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.

What is an entire agreement clause?

At its most basic, 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

Jon Chapman
Jon Chapman

Senior Consultant, Clarkslegal LLP

Jon is a senior consultant at Clarkslegal LLP. He has experience at senior level in private practice with Clifford Chance, as well as in-house in the energy and media industries. He has extensive experience in Corporate matters, such as mergers and acquisitions and corporate finance, and in Commercial matters, including asset sale and purchase agreements, intellectual property licensing, data protection, contracts for the supply of goods and services and franchising.

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Jurisdiction(s):
United Kingdom
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Key definition:
Entire agreement clause definition
What does Entire agreement clause mean?

Entire agreement clauses are usually part of the boilerplate terms in an agreement. Their aim is to prevent the parties from making claims against the other party for representations (and misrepresentations) made before a contract is executed. They can act as an exclusion clause and are also known as whole agreement clauses.

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