Recent case law shows that a complete contractual clause does not prevent a party from relying on the effect of legal effect to enforce a pre-contractual agreement. The parties can often attempt to specify that their entire contractual relationship is governed by the written contract they have signed. This is a “comprehensive contractual clause” and this practice note examines why they are used and some of the most important issues that are relevant to their use. For the time being, it would appear that, in practice, the prudent direction is not to rely on a “no confidence” or basic clause. However, instead of deleting such clauses, it will be necessary to analyse the extent to which they are “appropriate”. If the parties do not have the same bargaining power, the party using the basic clause must take steps to ensure that the other party understands the proposed effect in the pre-contractual phase. It is precisely the banks that must be aware that it may no longer be enough to assume responsibility by the Treaty alone – Parliament`s will and the application of its statutes must also be taken into account. In the case of Von Mears Ltd v Shoreline Housing Partnership Ltd, a social housing lessor (Shoreline) entered into an agreement where mears (a maintenance company) would maintain Shoreline`s real estate. Mears began working for the owner six months before the contract was signed.
Mears` labour cost calculations were based on a price list different from the formula of the signed contract. Subsequently, it turned out that the price list did not work and that the parties agreed on a new composite code system. Mears did the billing and was paid according to the new composite code. Gaps in the editorial staff are always better avoided. Where there are gaps, an entire agreement will not prevent the courts from filling them. If the purpose of a comprehensive contractual term is to exclude tacit terms, it should be ensured that the wording of the entire contractual term is sufficiently precise to ensure that this intention is clearly stated.. . . .