Entire Agreement Clause Ucta

The wording of the entire contractual clause must be very clear if it is to be effective in excluding liability for pre-contract misrepresentations. But even well-developed whole contractual clauses are by no means bullet-proof, as the case law shows. The question of whether a declaration of non-confidence is a disclaimer for misrepresentation and, as such, subject to the adequacy verification provided for in Section 3 of the Misrepresentation Act (section 3). This debate was resolved in 2010 with the decision of the Springwell Court of Appeal. It is now clear that declarations of non-confidence may constitute an exclusion clause: if the clause is a clause that excludes liability for misrepresentation instead of defining the conditions under which the parties conduct their activities, Section 3 applies. However, the application of this test in practice proved difficult and the subsequent approach created uncertainties. The decision of the Court of Appeal in First Tower Trustees Ltd/CDS (Superstores International) Limited resolves this uncertainty. The Court found that there was a „simple and obvious gap“ in the lease. Apart from a lessor`s insurance, the lease agreement did not provide for an explicit provision regarding the exterior of the building or its power supply. The power supply did not fall under the tenant`s obligation to keep „the devices and faucets“ in a good order of repair and decoration. In addition, the lease agreement provided for the landlord to enter the premises for the repair, maintenance or renewal of service supports, including the means used to transport gas and electricity to the premises. Accordingly, the Court of Appeal found that it was necessary to fill this gap and to establish an agreement by the owner that the electrical installation and other service supports provided were safely installed and covered by a required certificate.

Moreover, the involvement of this clause by the entire clause of the contract is not excluded. Rix LJ also cited with authority the judgment of Mr Justice Ramsey in the recent case of BSkyB Ltd – anor v. HP Enterprise Services UK Ltd – anor (rev 1) [2010], in which a similar provision of the clause had been considered: Rix LJ noted that the phrase „with respect to the purpose of this agreement“ was not support.

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