E - Entire agreement clauses
16/5/18
MWB BUSINESS EXCHANGE CENTRES LTD v ROCK ADVERTISING LTD [2018] UKSC 24
Parties can bind themselves to a specified method for making any subsequent variation of a contract. The parties are taken to have agreed that purported variations which do not comply with the relevant conditions are invalid. A “no oral modification” clause therefore prevents an oral variation taking effect. If a party acts on the contract as if it had been varied, there may be an estoppel preventing reliance on the clause but this is likely to require words or conduct unequivocally representing that the variation was valid and something more than the informal promise itself. An entire agreement clause also prevents reliance on a collateral agreement modifying the agreement which contains the clause, unless the collateral agreement is capable of operating as an independent agreement, and is supported by its own consideration, in which case most standard forms of entire agreement clause will not prevent its enforcement.
5/6/13
SHORELINE HOUSING PARTNERSHIP LTD v MEARS LTD [2013] EWCA Civ 639
It was inappropriate to strike out the claimant’s allegation that there was an estoppel by convention, or by representation, which prevented the defendant from denying that payments under a contract were to be at rates other than those specified in the contract. The allegation required a factual enquiry and the claimant had a sufficient prospect of succeeding in its argument that an entire agreement clause in the contract did not prevent it from relying on the estoppel.