4. [optional] There is nothing in this clause that limits or excludes liability in the event of fraud. In complex or higher-value transactions, an unrestricted comprehensive contractual clause may be unwarranted because it can cause more problems for one or both parties than it resolves: it can terminate all previous contracts between the parties. However, as confirmed by the Wood/Capita Supreme Court (see our briefing), the contractual provisions cannot be interpreted in isolation. The court will consider the clause as part of the agreement as a whole. The clauses of the boiler platform are no exception to this rule. Implementation clauses on how a party must fulfill its part of the agreement. The execution clauses are as follows: as part of a sales and sale contract (SPA), two buyers have acquired all the shares of Nottingham Forest Football Club (the club). The G.O. contained a comprehensive contractual clause as follows: «This agreement (and the documents mentioned in it) constitutes the entire agreement between the parties and replaces and removes all discussions, correspondences, negotiations, drafts, agreements, promises, guarantees, guarantees, guarantees and agreements between them, in writing or orally, in relation to their purpose.» The purchasers filed a complaint for misrepresentation on the grounds that the Club`s commitments were misrepresented in the pre-contract documents. The purchasers claimed to have relied on these statements to enter the G.S.O. The seller challenged the claim and, as part of his argument, invoked the entire contractual clause. This clause, when interpreted as a whole in the context of the agreement (and in particular the contractual procedure agreed for the treatment of possible misrepresentations relating to the size of the club`s debts), has excluded any false legal presentation. The buyer, who relied on AXA Sun Life, argued otherwise.
Claims for misrepresentation were not explicitly excluded from the clause. Therefore, the clause excluded only statements of a contractual nature made prior to the implementation of the G.S.O. A reference to «representations» in a full clause of the contract can be interpreted as an issue related to contractual obligations and not as a misrepresentation. A contract is a legally binding agreement between two parties. A written contract consists of specific provisions or clauses. The clauses define the rights and obligations of each party under the agreement. Clauses can generally be categorized into one of three categories: mandatory clauses, interpretive clauses and enforcement clauses. When revising a comprehensive contractual clause, there are some important pitfalls that need to be taken into account and avoided: this agreement represents the entire agreement between the parties and replaces all prior agreements, agreements, negotiations and discussions, whether orally or in writing. There are no guarantees, alliances, conditions or other agreements, explicit or implied, of security, legal or otherwise, between the parties in relation to the purpose of this agreement, unless it is expressly included in it. The Court of Justice`s analysis of the application of Section 3 and the fact that the contractual Estoppel is not an answer to the question of whether it applies is of particular interest.