In addition, a generally developed comprehensive agreement does not affect the terms and conditions that are included in a contract. This is because the implied terms are not « before » the contract. They are part of the treaty itself. 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. » As a result, a uniform approach to the development of these clauses has been put in place, in which the contracting parties use formulations that have been proven in their pre-structuring provisions. As a general rule, a full provision of the contract consists of several parties, which include one or more of the following parts: a full provision of the contract does not exclude a claim for misrepresentation, because the refusal of contractual force with respect to a statement cannot influence the status of the statement as misrepresentation. The same clause in an agreement may contain both a full provision of the contract and another provision that seeks to exclude liability in the event of misrepresentation and breach of its obligations. It is therefore recommended that the text of a full contractual clause be carefully considered and, if necessary, advised.
Although limited in some respects, whole agreements remain valuable to give the parties additional certainty as to the nature and extent of the agreement reached, as well as some protection from the unpleasant arguments that statements made during the negotiation of the contract are part of the final agreement or even an ancillary agreement.