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. Entire contractual clauses must also be acceptable under the 1977 Unfair Treaty Act. If the parties are commercial entities and the contract is entered into in a commercial context, it is unlikely that a full contractual clause excluding liability for pre-contract representations is inappropriate. This may also be the case where one party is much larger than the other, provided that the smallest part is used to dealing with such agreements. A full provision of the agreement does not exclude a claim in a misrepresentation, as the denial of contractual force in respect of a statement cannot influence the status of misrepresentation of the statement. 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. Commercial parties often include clauses in their contracts that there are no other insurances and guarantees that are part of the agreement than what is indicated. These clauses, called full contractual clauses, are intended to ensure that the terms of the contract are defined in all four parts of the contract.
However, a recent decision of the Ontario Court of Appeal raised doubts about the applicability of entire contractual clauses in certain situations. In the case of complex or higher-value transactions, an unrestricted comprehensive contractual clause may be unjustified because it can cause more problems to one or both parties than it resolves: it may terminate all previous contracts between the parties. 4. [optional] There is nothing in this clause that limits or excludes liability in the event of fraud. In addition, the case law set four specific limits for entire contractual clauses: the overall clause of Soboczynski`s contract was included in a housing contract for purchase and sale. The wording of the whole clause at issue was: 4. Previous agreements and agreement – Finally, at the conclusion of the contract, the parties should consider whether the agreements reached before the contract were to be concluded and included in such a contract. In this case, this should be done by explicit reference to this agreement and its inclusion in the new treaty. If this has been done correctly, a whole contractual clause will not work to exclude it. When revising a full contractual clause, there are a number of important pitfalls to be taken into account and avoided: in addition, whole contractual clauses themselves are increasingly leading to disputes in the energy and raw materials sectors, where financing and supply agreements are generally long-term and , as such, the consequences of litigation on the validity of a comprehensive agreement clause can be serious.