Podcast Location:
Download it here [file size: 26.8 MB]
Categories:
Corporate & Commercial Law
CPD Points:
Up to 1 point. details »

Due to the difference in guidelines between the SRA and the Bar Standards Board, CPD points are awarded differently for Solicitors, Barristers and Legal Executives:

Regulated by the Solicitors Regulation Authority:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Regulated by the Bar Standards Board:
Listen and pass the quiz: Gain 1 accredited CPD point (60 minutes)

Regulated by ILEX:
Listen and pass the quiz: Gain 1 CPD point (60 minutes)
Listen only, gain ½ a CPD point (30 minutes)

Cost:
  • FREE
Length:
30 minutes of audio
(+ optional 5 minute online quiz)
Plays on Computer:
Yes Downloadable as MP3:    Yes
Contributor(s):
Course Aims:

This podcast aims to analyse the way the use of an entire agreement clause can have the effect of closing down avenues of dispute in commercial agreements. The most common means by which this is achieved is by restricting claims by one party for misrepresentation. This podcast aims to address the legal basis that can create an estoppel in favour of a representor, how statements of non-reliance work, what restrictions exist to limit the use of such provisions in contracts and what factors will indicate whether an entire agreement clause is reasonable.

Outcomes:
After completing the course you will:
  • Understand what an entire agreement clause is and how it works;
  • Understand the different elements of an entire agreement clause and how they work together;
  • Understand how an entire agreement clause can be used to limit liability for misrepresentation;
  • Understand how a statement of non-reliance works;
  • Understand the difference between an evidential estoppel and a promissory estoppel and how that distinction has a bearing upon such a provision’s effectiveness to exclude liability for misrepresentation;
  • Understand the role played by s3 Misrepresentation Act 1967;
  • Understand the difference between a statement of non-reliance and an express limit on liability for misrepresentation;
  • Be aware of the rules relating to the restriction on representations that are fraudulent, as opposed to negligently or innocently made.
Level:
Complex Difficulty: 4 of 5
Classification:
Legal Principles
Sources and References:
  • Misrepresentation Act 1967 s 3;
  • Unfair Contract Terms Act 1977 s 11;
  • Ravennavi SpA v New Century Shipbuilding Co Ltd [2007] EWCA Civ 58;
  • Deepak Fertilisers and Petrochemicals Corp v ICI Chemicals & Polymers Ltd [1998] 2 LLR 139;
  • Exxonmobil Sales and Supply Corp v Texaco Ltd [2003] EWHC 1964;
  • John v Price Waterhouse [2002] EWCA Civ 899;
  • BSkyB Ltd v HP Enterprise Services UK Ltd (formerly Electronic Data Systems Ltd) [2010] EWHC 86;
  • Alman and Benson v Associated Newspapers Group Lld (unreported);
  • Thomas Witter Ltd v TBP Industries [1996] 2 All ER 573;
  • EA Grimstead & Son Ltd v McGarrigan [1999] EWCA Civ 3029;
  • Peekay Intermark v Australia and New Zealand Banking Group [2006] EWCA Civ 386;
  • Quest 4 Finance Ltd v Maxfield [2007] EWHC 2313;
  • Springwell Navigation Corp v JPMorgan Chase Bank (formerly Chase Manhattan Bank) and others [2010] EWCA Civ 1221;
  • Raiffeisen Zentralbank Osterreich AG v Royal Bank of Scotland plc [2010] EWHC 1392 (Comm);
  • FoodCo v Henry Boot Developments [2010] EWHC 358;
  • Thomas Witter Ltd v TBP Industries [1996] 2 All ER 573;
  • HIH Casualty and General Insurance Ltd and others v Chase Manhattan Bank and others [2003] UKHL 6.
Tags:

This podcast is about the use and law concerning entire agreements clauses. Such clauses are often used to prevent statements or representations that are not set out in a written agreement from having any contractual effect. This podcast also looks at entire agreement clauses as a tool to guard against claims of misrepresentation.

This podcast also looks in detail at the purpose of an entire agreement clause and how they are used to exclude or limit liability for misrepresentation.

Podcast added: 12/01/11

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