“Canada: Whole/Entire Agreement Clause”, outlines a recent Alberta Court of Appeal decision involving an entire agreement clause. In summary, the appellate court found that the lower court erred by finding that the whole agreement did not apply to innocent representation. Furthermore, that the entire agreement clause determined the obligations in the agreement not through discussions that the parties had outside the agreement itself.
The author advises that courts look to what is covered by the entire clause agreement through how it is written and the circumstances known the parties at the time. If a parties want to include specific representation there should be precise language including them in the entire agreement clause.
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