“This agreement, along with all exhibits, annexes, additions, schedules and amendments, includes the entire agreement of the parties and replaces all written or oral agreements between the parties. The parties here and above acknowledge and represent by the affix of their hands and seal that these parties do not end before the execution of this Agreement on insurance, a claim, a guarantee, a guarantee, a guarantee, a guarantee contract, a guarantee contract or any other guarantee, except that defined in this agreement. , by or on behalf of another party or another person or organization that has not given insurance. The parties heres presently waive all rights and remedies, legal or equity, which may result from a party`s appeal of such a guarantee, such insurance, guarantee, security, security, warranty contract or any other guarantee, unless otherwise stated, such as a limitation or limitation of that party`s right to appeal in relation to serious negligence. , intentional misconduct or fraud by a person or party before or at the same time as the implementation of this agreement.” [Citation required] The Court found that there was a “simple and obvious gap” in the lease. Apart from a lessor`s insurance, the lease agreement did not provide for an explicit provision regarding the exterior of the building or its power supply. The power supply did not fall under the tenant`s obligation to keep “the devices and faucets” in a good order of repair and decoration. In addition, the lease agreement provided for the landlord to enter the premises for the repair, maintenance or renewal of service supports, including the means used to transport gas and electricity to the premises. Accordingly, the Court of Appeal found that it was necessary to fill this gap and to establish an agreement by the owner that the electrical installation and other service supports provided were safely installed and covered by a required certificate. Moreover, the involvement of this clause by the entire clause of the contract is not excluded. In summary, the parties should ensure that they are informed in advance of what was included prior to its execution and that it has been excluded from the contract.
As we have seen, it is often necessary to include additional clauses in the contract in order to exclude unspoken clauses or pre-contract assurances or to include certain pre-contract agreements. Otherwise, a simple misunderstanding could lead to costly litigation. The final contract contained a full contractual clause. Shoreline argued that this clause had prevented Mears from availing itself of the pre-contract agreement. However, Akenhead J noted that “the full agreement clause” does not exclude or limit confidence in an established and effective Estoppel, either explicitly or by interpretation. It was found that prior to the start of the contract, the parties shared an assumption and based on this assumption over a long period of time, so it would be unfair to allow Shoreline to apply the terms of the contract in order to avoid the performance of their obligations under the pre-contract agreement.