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Contractual Estoppel


Page 112

CHAPTER 4

Entire agreement and non-reliance clauses

Entire agreement and non-reliance clauses

4.01 A party to a contract who finds herself on the receiving end of a contractual claim may be tempted to resist it by reference to informal exchanges that preceded the making of the written contract or took place at the time it was made. Or, dissatisfied with how her contractual bargain has played out, a party may seek to improve her position by making a claim in reliance on such informal exchanges. In either case, that party will rely on those exchanges as contract-inducing representations or collateral warranties which defeat the other party’s claim or expose her to liability. In response to that sort of tactics, there developed and became settled a practice of including into written contractual instruments provisions that are called “non-reliance” and “entire agreement” clauses.1

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