Possible Supreme Court challenge to entire agreement clauses?
See further DP No 147 Chapter 3, paragraph 3.17, especially footnote 21
We note a recent decision of the Court of Appeal in England and Wales, Axa Sun Life Services plc v Campbell Martin Ltd & Others [2011] EWCA Civ 133, 18 February 2011, which concerns the construction of a contract between the parties, and the effect of the contract’s entire agreement clause. In this action for recovery of sums allegedly due to Axa under the contract, the defendants alleged that the contract incorporated certain implied obligations on Axa, and that they had been induced to enter into the agreement by negligent and fraudulent misrepresentations and/or by collateral warranties given by Axa. This decision is illustrative of the limited capacity of entire agreement clauses to avoid liability for misrepresentation.
The case is moreover of note because of its suggestion that the respondents to the appeal might yet challenge the validity of the Court of Appeal decision in Springwell Navigation Corp v J P Morgan Chase Bank [2010] EWCA Civ 1221 before the Supreme Court (see paragraph 34). The decision in Springwell, which is binding on the Court of Appeal, held that entire agreement clauses in signed written agreements are effective in accordance with their terms.