What Is An Entire Agreement Clause?

An entire agreement clause states that the written contract contains the complete agreement between the parties and supersedes all previous discussions, negotiations, and understandings. In simple terms: “Everything we agreed to is in this written contract. Nothing said before signing matters anymore.”

These clauses appear in almost every commercial contract, usually near the end. They prevent disputes about promises made during negotiations that didn’t make it into the final written agreement.

During negotiations, parties discuss many things. Sellers make representations about products. Buyers ask for assurances. People exchange emails and make verbal promises.

Not everything discussed ends up in the final contract. Without an entire agreement clause, parties could later claim “but you promised me X during negotiations” even though X isn’t in the written contract. These clauses prevent this by establishing that only what’s written matters.

The clause tells courts that the parties intended the written document to be complete and final. Any prior agreements, written or oral, are merged into this document and have no independent legal effect.

If you try to introduce evidence about negotiations to add terms to the contract, the entire agreement clause blocks you. Courts will say the written contract is the entire agreement.

Entire agreement clauses are powerful but not absolute.

Fraud and Misrepresentation: If someone made fraudulent statements to induce you into the contract, the clause won’t protect them. You can’t contract out of fraud liability. Courts also allow negligent misrepresentation claims to proceed despite these clauses.

Collateral Contracts: Sometimes a separate collateral contract exists alongside the main agreement. The entire agreement clause doesn’t necessarily exclude this separate agreement.

Rectification: If the written contract doesn’t accurately reflect what both parties actually agreed to due to a drafting error, courts can correct it despite the clause.

Before signing a contract with an entire agreement clause, understand that any promises made during negotiations that aren’t in the written contract will likely be unenforceable.

If representations were important to your decision, insist they be included in the written contract. Don’t accept verbal assurances. Get them in writing as part of the contract itself.

Read entire agreement clauses carefully and understand what they exclude. Ensure important representations are in the written contract. Don’t rely on verbal promises that aren’t documented. Keep detailed notes of negotiations.

If something matters, get it in writing before signing. Once you sign a contract with an entire agreement clause, proving the parties agreed to terms outside the written document becomes extremely difficult.

If you signed a contract with an entire agreement clause and believe you were misled, don’t assume you have no recourse. Fraud and serious misrepresentation claims can overcome these clauses.

Consult a litigation lawyer immediately. They can assess whether your situation falls into exceptions to entire agreement clauses and advise on your options.

Contact us at 416.901.9984 or info@pintoshekib.ca.