Entire Agreement Clause in UK Contracts: What It Means & Example Wording
An entire agreement clause states that the written contract contains the complete agreement between the parties and supersedes all prior negotiations, representations, and agreements (whether written or oral). Its purpose is to prevent either party from claiming that they relied on promises or statements made before the contract was signed that are not reflected in the final document. This provides commercial certainty and reduces the risk of disputes about what was agreed.
Last updated: February 2025
When to Include a Entire Agreement Clause
- In every formal commercial contract to ensure that the written terms are the definitive record of the parties' agreement
- After prolonged negotiations where many proposals and counter-proposals were exchanged — the clause confirms that only the final signed document matters
- In franchise agreements, licence agreements, and any contract where extensive pre-contractual discussions took place
Example Wording
This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.
Is a Entire Agreement Clause Enforceable in the UK?
Entire agreement clauses are enforceable in the UK and are routinely upheld by the courts. The Court of Appeal confirmed in Inntrepreneur Pub Company v East Crown Ltd [2000] that an entire agreement clause can effectively prevent a party from relying on pre-contractual representations. However, an entire agreement clause cannot exclude liability for fraudulent misrepresentation — any attempt to do so is void under section 3 of the Misrepresentation Act 1967 and UCTA 1977. Courts distinguish between clauses that define the basis of the contract and clauses that attempt to exclude liability for misrepresentation.
Common Mistakes
- Assuming an entire agreement clause excludes liability for all misrepresentations — it does not protect against fraud, and exclusion of liability for negligent or innocent misrepresentation must satisfy the UCTA reasonableness test
- Failing to include a separate non-reliance statement — an entire agreement clause defines the scope of the contract but does not necessarily prevent a claim for misrepresentation. A non-reliance statement strengthens the clause
- Not listing all documents that form part of the agreement — if schedules, appendices, or side letters are intended to be part of the contract, they should be expressly referenced
FAQ
Can an entire agreement clause prevent a claim for misrepresentation?
An entire agreement clause alone does not necessarily bar a claim for misrepresentation. To limit misrepresentation claims, you need a separate non-reliance statement and an exclusion of liability for misrepresentation, which must satisfy the reasonableness test under section 3 of the Misrepresentation Act 1967. Liability for fraudulent misrepresentation can never be excluded.
Does an entire agreement clause override a side letter?
It depends. If the side letter was signed after the main contract, it may constitute a variation. If it was signed at the same time but not referenced in the entire agreement clause, there is a risk that the side letter would be excluded by the clause. Best practice is to expressly list all documents that form part of the agreement.
Related Clauses
Variation Clause
A variation clause (also called an amendment or modification clause) specifies h...
Governing Law Clause
A governing law clause (also called a choice of law clause) specifies which coun...
Warranty Clause
A warranty clause is a contractual statement of fact or promise by one party abo...
Generate contracts with the right clauses
AccountsOS generates UK-compliant contracts with all the clauses your business needs. From £10/month.
Get Started FreeThis is guidance for UK businesses, not legal advice. Example wording is illustrative. Consult a solicitor for complex matters.
View all clause explainers