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Entire agreement clauses

Quincecare: can you exclude the implied duty?

Jason Rix

In a recent decision, upholding a refusal to grant summary judgment, the Court of Appeal held that an entire agreement clause and an exemption clause were ineffective to prevent a Quincecare duty arising or to exclude liability under that duty. In simplified form, a Quincecare duty means that a bank must not make a payment Read More

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Entire agreement clause lacks teeth to prevent dental services being validly varied

Claudia Barry

In NHS v Vasant, the Court of Appeal held that a contract had been validly varied and so the NHS could not terminate contractual arrangements under which dentists supplied Intermediate Minor Oral Surgery (IMOS) services. Three dentists supplied general dental services to the NHS each under a GDS contract agreed in 2006. This contained an Read More

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Top bins? An entire agreement clause effective to preclude a misrepresentation claim

David Siesage

In NF Football Investments v Al-Hasawi, the court struck out the purchaser’s claim for misrepresentation, as the claims were excluded by an entire agreement clause in the share purchase agreement. The purchaser of Nottingham Forest Football Club complained that the seller had represented the club’s liabilities as as being £6.5m when in fact they were Read More

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Mocha-Mamas, implied terms and entire agreement clauses

David Siesage

In Hipwell v Szurek, the Court of Appeal considered an entire agreement clause and implied a term into a lease making the landlord responsible for the installation and maintenance of electric wiring. Ms Szurek rented premises from Mr Hipwell, which she ran as a café called Mocha-Mamas. One year into the lease, Ms Szurek began Read More

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Luxury houseboats and entire agreement clauses

Jason Rix

The High Court recently found that a seller of luxury houseboats was liable for misrepresentation and breach of contract, since an entire agreement clause did not exclude promises made in the run up to the sale. In Djurberg (t/a Hampton Riviera) v Small (unreported, Ch D, 1/9/17), Mr Djurberg, the owner of Hampton Riviera Marina, agreed Read More

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