Clarkslegal LLP

This Practice Note on entire agreement clauses considers what they are and why they are used, their relationship with implied terms, misrepresentation, fraud and non-reliance statements.

This Practice Note considers the doctrine of contractual estoppel, what it is, its relationship with entire agreement and non-reliance clauses and with that of evidential estoppel, and when it has been applied, in particular in relation to disclaiming liability for misrepresentations, including key decisions Peekay v Australia and New Zealand, Springwell Navigation v JP Morgan Chase, Raiffeisen Zentralbank v RBS.

This Practice Note considers when parties can exclude or limit liability for misrepresentations with reference to the Misrepresentation Act 1967, s 3 and the reasonableness test under the Unfair Contract Terms Act 1977, s 11; considers also entire agreement and non-reliance clauses, and the concept of contractual estoppel.

This Practice Note considers novating a contract, distinction between contract novation and contract assignment, the requirements for a valid novation (consideration and consent to the novation), effect of novation, quasi-novation, limitation in novation context, advising an incoming or outgoing novation party, eg warranties, future novations, conduct of claim, indemnities, third parties and conditional novation.

This Precedent is a deed of novation, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. The use of a deed, as opposed to a simple contract, generally avoids questions over whether each party has given sufficient consideration for the novation. This Precedent may be used for novation of a commercial contract.

This Precedent is a short form deed of novation, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. The use of a deed, as opposed to a simple contract, generally avoids questions over whether each party has given sufficient consideration for the novation. This Precedent may be used for a simple novation of a commercial contract where the incoming party assumes responsibility only for obligations and liabilities arising on or after the novation date.

This Precedent is a novation agreement, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. This Precedent may be used for novation of a commercial contract.

This Precedent is a short form novation agreement, used to transfer the rights and obligations of one party under an original contract to a new incoming party, in effect creating a new contract between the remaining party to the original contract and the new incoming party in substitution for the original contract. This Precedent may be used for a simple novation of a commercial contract where the incoming party assumes responsibility only for obligations and liabilities arising on or after the novation date.