Your negotiator may have got carried away
It is not unknown for a party to an apparently comprehensive contract to claim that its terms should be read in the light of a collateral contract based upon certain assurances given before the (main) contract was signed. For a recent successful claim of this kind, see
The way to nip this kind of thing in the bud is to make sure that the contract contains an entire contract clause of the kind considered in Inntrepreneur Pub Co (CPC) v Sweeney [2002] 2 EGLR 132. In that case, the clause did the job of tying the defendants pub for the duration of the lease, and did so notwithstanding repeated precontract assurances that the pub would be set free within a few years.
It is otherwise if the aggrieved party can base his case upon a misrepresentation (see
Your negotiator may have got carried away
It is not unknown for a party to an apparently comprehensive contract to claim that its terms should be read in the light of a collateral contract based upon certain assurances given before the (main) contract was signed. For a recent successful claim of this kind, see PP 2000/93.
The way to nip this kind of thing in the bud is to make sure that the contract contains an entire contract clause of the kind considered in Inntrepreneur Pub Co (CPC) v Sweeney [2002] 2 EGLR 132. In that case, the clause did the job of tying the defendants pub for the duration of the lease, and did so notwithstanding repeated precontract assurances that the pub would be set free within a few years.
It is otherwise if the aggrieved party can base his case upon a misrepresentation (see PP 2002/147), which is why you should back up the entire contract clause with a non-reliance clause: see Keep your contract zipped Estates Gazette 11 May 2002, p143, where Andrew Tweeddale, of Norton Rose, explains the need for careful drafting.
