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Dub
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Under a sales and sale contract (SPA), two buyers purchased all shares of Nottingham Forest Football Club (the club). The G.O. contained a comprehensive contractual clause as follows: “This agreement (and the documents mentioned in it) constitutes the entire agreement between the parties and replaces and removes all discussions, correspondences, negotiations, drafts, agreements, promises, guarantees, guarantees, guarantees and agreements between them, in writing or orally, in relation to their purpose.” The purchasers filed a complaint for misrepresentation on the grounds that the Club`s commitments were misrepresented in the pre-contract documents. The purchasers claimed to have relied on these statements to enter the G.S.O. The seller challenged the claim and, as part of his argument, invoked the entire contractual clause. This clause, when interpreted as a whole in the context of the agreement (and in particular the contractual procedure agreed for the treatment of possible misrepresentations relating to the size of the club`s debts), has excluded any false legal presentation. The buyer, who relied on AXA Sun Life, argued otherwise. Claims for misrepresentation were not explicitly excluded from the clause. Therefore, the clause excluded only statements of a contractual nature made prior to the implementation of the G.S.O. a party to a written agreement that encircles the undergrowth and finds, during the negotiations, a remark or statement (accidental) (often forgotten or difficult to recall or explain for a long time) to which a claim such as the current guarantee clause is invoked is recommended to carefully consider the wording of the entire contractual clause and, in this regard, , to provide appropriate advice. Although limited in some respects, whole agreements remain valuable to give the parties additional certainty as to the nature and extent of the agreement reached, as well as some protection from the unpleasant arguments that statements made during the negotiation of the contract are part of the final agreement or even an ancillary agreement.