In summary, the parties should ensure that they are informed in advance of what was included prior to its execution and that it has been excluded from the contract. As we have seen, it is often necessary to include additional clauses in the contract in order to exclude unspoken clauses or pre-contract assurances or to include certain pre-contract agreements. Otherwise, a simple misunderstanding could lead to costly litigation. Questions often arise when disagreements over the importance and effect of such contracts or agreements occur and when a party attempts to look outside the terms of the contract to support a claim, defence or argument. First, such a clause does not prevent the parties from relying on “extrinsic” statements or documents in the contract – that is, documents that can be used to inform the importance of the contract (although such extrinsic documents cannot be used to establish a separate contractual agreement between the parties). The whole purpose of the comprehensive contractual clause is to say that this contract is the agreement and that everything that has been negotiated before is not part of the agreement. I do not know why they would not include it in the treaty. Questions about the effectiveness of whole contractual clauses are increasingly being raised in litigation, particularly in disputes related to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or extensions of such agreements or agreements in which the parties have had a long period of activity. This type of clause is intended to ensure that the terms and intentions of the commitments are defined in a single document. The objective, in turn, is to promote safety and possibly to prevent the parties from using declarations or assurances in pre-contract negotiations to try to verify what the contract requires as a benefit. Entire contractual clauses generally seek to exclude the assurances and statements of the parties relied on by the parties at the conclusion of the contract, but which were not expressly included in the contract. The final contract contained a full contractual clause.
Shoreline argued that this clause had prevented Mears from availing itself of the pre-contract agreement. However, Akenhead J noted that “the full agreement clause” does not exclude or limit confidence in an established and effective Estoppel, either explicitly or by interpretation. It was found that prior to the start of the contract, the parties shared an assumption and based on this assumption over a long period of time, so it would be unfair to allow Shoreline to apply the terms of the contract in order to avoid the performance of their obligations under the pre-contract agreement.