The first point is that a full clause of the contract does not work in such a way as to exclude the implication of a term if it is silent on unspoken clauses; Clear words are generally necessary for the clause to exclude unspoken clauses.5 Nevertheless, the supplier argued that the BSkyB clause prevented the allegations because of allegedly negligent misrepresentations. Although the clause explicitly stated that the contract had “replaced all previous conversations, correspondence [and] assurances between the parties… The judge found that the wording was not clear enough to exclude non-contractual liability for false claims of negligence prior to the contract. Gaps in development are always best avoided. Where there are gaps, a whole agreement will not prevent the courts from filling them. Finally, I would like to say that it is important not to regard the whole contractual clause as a clause of text, but to examine carefully the text of that clause. The formulation of such a clause with clarity and precision, and with the help of an appropriate professional, will avoid reckless and counterproductive litigation and will also protect founders or promoters from difficulties. Hipwell was concerned with a commercial lease, although this real context does not matter, since the principle on which it applied is widespread in trade agreements. In summary, a commercial tenant was forced to close her business due to problems caused by dangerous power lines. She tried to recoup her losses from her landlord. As the landlord did not have an explicit clause in the tenancy agreement requiring the landlord to maintain and repair the electrical installations on the premises, the tenant stated, among other things, that there was a clause to that effect. The lessor invoked a full contractual clause in the contract between them and argued that this meant that no conditions could be implied.
Whether a full clause in the contract (contrary to Hipwell`s clause) is used to exclude unspoken terms depends on a number of factors. Comprehensive contractual clauses are therefore designed to counter issues related to contractual agreements: no misrepresentation. To do this, we need one more thing: a no-confidence clause. AXA Sun Life Services plc (AXA) has claimed damages due under several standard form agreements (agreements) under which the defendant companies have agreed to provide certain financial services as representatives of AXA. The defendant companies filed claims for damages for negligently misrepresentation of AXA, which led them to enter into the agreements and/or violated claims and/or violated the implied terms of the agreements. AXA submitted that liability for each of these reasons was excluded because of its entire agreement clause in the agreements (the clause) which stipulated that the clause “replaces all commitments, agreements, assurances, commitments or prior implications, either verbally or in writing… the purpose of the agreement.”