Entire contractual clauses exclude liability for pre-contract statements that are not included in the written contract. Such clauses can thus help the parties to limit or even avoid the cost of litigation, by ensuring that the terms of the contract are limited to the clauses in the final written agreement, which contains the clause itself. The basic idea of the implication of a term “in fact” (unlike the use or habit, a previous practice, a common law or a statute where separate principles apply) is to fill a gap in the drafting of the contract so that the objective intentions of the parties become effective at the time of the conclusion of the contract. The objective intentions of the parties are those that would have been understood by a sensible person with the substantive knowledge reasonably available of the parties to the conclusion of their agreement. Gaps in development are always best avoided. Where there are gaps, a whole agreement will not prevent the courts from filling them. They are included in commercial contracts to create a position to ensure that agreements and agreements between the parties are concluded and have no legal value. AXA stresses the need for careful wording in the use of a comprehensive contractual clause. Although it can be considered a rule, complacency in writing can make the party who wants to rely on it vulnerable, because the clause can be rendered inoperative. The Court of Appeal`s decision suggests that terms such as “representations” and “replaced” are “the language of the definition of contractual obligations” and, as such, the overall clause of the contract as such will not be sufficient to avoid liability for misrepresentations that may lead the parties to enter into the contract, but which are not themselves terms of the contract.
It is therefore important that the terms of a comprehensive contractual clause accurately foreshadow what other information outside the treaty is explicitly declared unreed, so as not to be taken into account in the interpretation of the treaty. If one party wants to exclude liability for misrepresentation, this must be clearly expressed, but it must be taken into account that it could also have an effect against one party if the other party subsequently made false statements. It should also be remembered that liability for misrepresentation cannot be excluded. Similarly, the best way to obtain the exclusion of unspoken terms is a specific exclusion using clear formulations. Stanley Burnton LjJ`s judgment suggests that this method may be effective in excluding liability for unspoken conditions that are both intrinsic and extrinsic from the agreement.