Replaces previous agreements. This Agreement replaces all past or simultaneous negotiations, commitments, agreements and writings relating to the purpose of this Agreement, all other negotiations, commitments, agreements and writings no longer have any effect or effect, and the parties to such negotiation, commitment, arrangement or writing will no longer have any other rights or obligations. Lawinsider.com The final contract contained a full contractual clause. Shoreline argued that this clause had prevented Mears from availing itself of the pre-contract agreement. However, Akenhead J noted that “the full agreement clause” does not exclude or limit confidence in an established and effective Estoppel, either explicitly or by interpretation. It was found that prior to the start of the contract, the parties shared an assumption and based on this assumption over a long period of time, so it would be unfair to allow Shoreline to apply the terms of the contract in order to avoid the performance of their obligations under the pre-contract agreement. Entire contractual clauses are often introduced by signatories in the “Boilerplate” category. The clauses of the boiler platform are generally uncontested and are often repeated in contracts by the parties in a routine manner, without much negotiation or taking into account the context and background of the contract in question. They are commonly referred to as “standard” and treated, which sometimes means that they do not always attract as much attention and consideration as the other terms of the contract, especially the terms and conditions. Questions about the effectiveness of whole contractual clauses are increasingly being raised in litigation, particularly in disputes related to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or extensions of such agreements or agreements in which the parties have had a long period of activity. In the case of Mears Ltd/Shoreline Housing Partnership Ltd,a social housing owner (Shoreline) entered into an agreement whereby Mears (a maintenance contractor) would operate Shoreline`s properties. Mears began working for the owner six months before the contract was signed. Mears` labour cost calculations were based on a different price list than the signed contract formula.
Subsequently, it turned out that the price list was not working and the parties agreed on a new composite code system. Mears was billed and paid according to the new composite code. However, the effectiveness of entire contractual clauses is not limited.