June 01, 2017Entire Agreement Clause can Preckude an Action in Tort for Negligent Misrepresentation. See instant case of No. 2002 Taurus Ventures Ltd. v. Intrawest Corp. 2007 BCCA 228 (CanLII).
June 01, 2017The Supreme Court of Canada held that parties are not free to exclude general duties of contract law, so entire agreement clauses cannot exclude general duties related to unconscionability and honesty in contractual performance. See the instant case of Bhasin v. Hrynew [2014] 3 SCR 494, 2014 SCC 71 (CanLII).
June 01, 2017Limitations of liability clauses and entire agreement clauses can be unenforceable because of unconscionability. In determining whether the clause is unconscionable a court will look at various factors such as the sophistication of the parties, the disparity in bargaining power and information, and failure to bring the clause to the attention of the party with less bargaining power.
March 16, 2017This 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.
January 26, 2017This 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 construed by the courts as part of the agreement and factor into the case at hand.
November 15, 2016This article posted on our partner site Mondaq.com outlines a recent Alberta Court of Appeal decision involving an entire agreement clause.
October 14, 2015This 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 severing the provisions which are unconscionable.
August 18, 2015This 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-contractual details in cases.
March 05, 2014This 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.
October 01, 2013This 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 the written agreement.
June 13, 2013Although the language appears the same every time you read these clauses, subtle differences can and will make a difference in interpreting your commercial agreement or acquisition transaction documents.
October 22, 2012This 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.
December 13, 2011This 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.
October 31, 2011This 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 agreement clause.
May 07, 2009This 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 contractors to remain vigilant regarding seemingly innocuous amendments.
January 04, 2007This 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.