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How does the sophistication of parties influence the enforceability of an entire agreement clause?

ENTIRE AGREEMENT CLAUSE CAN PRECLUDE AN ACTION IN TORT FOR NEGLIGENT MISREPRESENTATION. No. 2002 Taurus Ventures Ltd. v. Intrawest Corp. 2007 BCCA 228 (CanLII) A Court in British Columbia dismis...

Can an entire agreement clause preclude a party from having to uphold general or implied duties of contract law?

ENTIRE AGREEMENT CLAUSE DOES NOT PRECLUDE IMPLIED CONTRACTUAL DUTIES Bhasin v. Hrynew [2014] 3 SCR 494, 2014 SCC 71 (CanLII) The Supreme Court of Canada held that parties are not free to exclude...

Can unconscionability render an agreement (or parts of it) unenforceable?

UNCONSCIONABILITY CAN MAKE LIMITATION OF LIABILITY CLAUSES AND ENTIRE AGREEMENT CLAUSES UNENFORCEABLE 2190322 Ontario Ltd. v. Ajilon Consulting 2014 ONSC 21 (CanLII) Limitations of liability cla...

Blog Bite: Will joint operating agreements be enforced where the behaviour of both parties deviates from the agreement?

This article posted on our partner site Mondaq.com discusses an Alberta case to illustrate that Court's will enforce written agreements even where both parties have ignored the written agreement. Th...

Blog Bite: Why is it important to have an entire agreement clause in your contract?

This article posted on our partner site Mondaq.com looks at case law to show that if a contract does not include an entire agreement clause, materials other than the contract (e.g., emails) can be c...

Blog Bite: What is covered by an entire clause agreement?

This article posted on our partner site Mondaq.com outlines a recent Alberta Court of Appeal decision involving an entire agreement clause. In summary, the appellate court found that the lower court...

Blog Bite: Will an entire agreement clause preclude negligent or innocent misrepresentations?

This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses. The article states that entire agreement clauses will be enforced where th...

Blog Bite: Should and will segments of unconscionable provisions remain?

This article posted on our partner site Mondaq.com looks at a Supreme Court decision in 2011 which mandated that courts should not dump the entire agreement as long as it can be enforced after sever...

Blog Bite: Does an entire agreement clause keep pre- and post-contractual considerations from being introduced to court?

This article posted on our partner site Mondaq.com uses case law to discuss the enforceability of entire agreement clauses since courts are more and more taking into account pre-contractual and post...

Blog Bite: Is an entire agreement clause enforceable against an unsophisticated party?

This article posted on our partner site Mondaq.com looks at case law to discuss how the level of sophistication of parties can determine the enforceability of entire agreement clauses. In the contex...

Blog Bite: How do entire agreement clauses impact software licensing agreements?

This article posted on our partner site Mondaq.com states that entire agreement clauses can be used to prevent consumers from relying on promises from software vendors that are not exclusively in th...

Legal Tips and Tricks: Boilerplate Provisions Of Your Agreement

Don’t ignore the boilerplate provisions of your agreements.  Although the language appears the same every time you read these clauses, subtle differences can and will make a difference in interpret...

Blog Bite: How successful are entire agreement clauses are at preventing claims of pre-contractual misrepresentations?

This article posted on our partner site Mondaq.com posits that the Courts in Australia have been inconsistent on deciding if an entire agreement clause can prevent claims of estoppel. The author sta...

Blog Bite: What is the scope of an entire agreement clause?

This article posted on our partner site Mondaq.com looks at the purpose of an entire agreement clause. Using a Court of Appeal case, AXA Sun Life v Campbell Martin, draft recommendations are provide...

Blog Bite: When will a Court set aside an entire agreement clause to rely on non-binding documents?

This article posted on our partner site Mondaq.com discusses the Supreme Court's decision in IHAG-Holding AG v. Intrawest Corporation, to look at a case where an entire agreement was not enforced. T...

Blog Bite: When parties agree to an entire agreement clause, are there any circumstances where a court will consider evidence of a pre-contractual representation?

This article posted on our partner site Mondaq.com discusses a Quebec decision to illustrate the circumstances where a Court will consider pre-contractual evidence, not withstanding an entire agreem...

Blog Bite: In what circumstances do entire agreement clauses prevent claims for misrepresentations?

This article posted on our partner site Mondaq.com discusses the importance of explicit language in entire agreement clauses. To prevent a claim for negligent misrepresentation, a clause must either...

Blog Bite: What are the consequences of entire agreement clauses?

This article posted on our partner site Mondaq.com discusses the range of legal consequences that entire agreement clauses have. The clause will only have the effect of excluding implied terms if th...

Blog Bite: What contractual provisions are of particular concern to an independent contractor when amending a contract?

This article posted on our partner site Mondaq.com posits that amendments to contractor agreements are rarely, if ever, made for the benefit of the contractor. As such, it is imperative for contract...

Blog Bite: What is required for a guarantee to be enforced?

This article posted on our partner site Mondaq.com looks at a judgement where a court found that a company that was owed fees by a director who assured he would pay did not constitute a guarantee. F...
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