Skip Navigation


Capital Markets Law Journal Advance Access originally published online on December 20, 2007
Capital Markets Law Journal 2008 3(1):58-78; doi:10.1093/cmlj/kmm035
This Article
Right arrow Full Text
Right arrow Full Text (PDF)
Right arrow All Versions of this Article:
3/1/58    most recent
kmm035v1
Right arrow Alert me when this article is cited
Right arrow Alert me if a correction is posted
Services
Right arrow Email this article to a friend
Right arrow Related articles in Capital Markets Law Journal
Right arrow Similar articles in this journal
Right arrow Alert me to new issues of the journal
Right arrow Add to My Personal Archive
Right arrow Download to citation manager
Right arrowRequest Permissions
Google Scholar
Right arrow Articles by McMeel, G.
Right arrow Search for Related Content
Social Bookmarking
Add to CiteULike   Add to Connotea   Add to Del.icio.us  
What's this?

© The Author (2007). Published by Oxford University Press. All rights reserved. For Permissions, please email: journals.permissions@oxfordjournals.org

Construction of contracts and the role of ‘entire agreement’ clauses

Gerard McMeel*
*Professor of Law, University of Bristol; Barrister, Guildhall Chambers, Bristol, and Quadrant Chambers, London.

The first 150 words of the full text of this article appear below.


Key points

  • The construction of commercial contracts has seen a shift from a strict to a liberal philosophy of construction and this has had an impact on commercial agreements and actors.
  • There is an ongoing debate concerning the widening background or matrix evidence to include prior negotiations, reflecting the desire of parties to insulate commercial agreements from collateral term arguments or other recourse to wider materials.
  • This has in part led to the emergence of ‘entire agreement’ and ‘non-reliance’ clauses.
  • This article considers the construction of such clauses and whether such clauses take effect through construction or estoppel reasoning. It also looks at the merits of estoppel by representation and ‘estoppel by contract’, the impact of Unfair Contract Terms Act 1977 and Misrepresentation Act 1967, and the effect of waiver of clause.

 

The law of contract is fundamental to all markets, and participants in wholesale markets are wedded to the . . . [Full Text of this Article]


   1. The modern approach to contractual construction
 

   2. ‘Wider still and wider’?: prior negotiations
 

   3. ‘Entire agreement’ and ‘non-reliance’ clauses
 
What does an ‘entire agreement’ clause look like?
The issues

   4. Construction of entire agreement clauses
 

   5. Waiver
 

   6. Estoppel and non-reliance clauses
 

   7. Statutory regulation
 
The Misrepresentation Act

Add to CiteULike CiteULike   Add to Connotea Connotea   Add to Del.icio.us Del.icio.us    What's this?

Related articles in Capital Markets Law Journal:

CMLJ Express

Capital Markets Law Journal 2008 3: 3-4. [Extract] [Full Text]