The judge stated that the purpose of this type of clause is: It has long been discussed whether a declaration of non-confidence is an exclusion of liability for incorrect presentation and as such, subject to compliance review in accordance with Section 3 of the Misrepresentation Act (section 3). This debate was resolved in 2010 with the decision of the Springwell Court of Appeal. It is now clear that declarations of non-confidence may constitute an exclusion clause: if the clause is a clause that excludes liability for misrepresentation instead of defining the conditions under which the parties conduct their activities, Section 3 applies. However, the application of this test in practice proved difficult and the subsequent approach created uncertainties. The decision of the Court of Appeal in First Tower Trustees Ltd/CDS (Superstores International) Limited resolves this uncertainty. The whole agreement clause indicates that the agreement records all the rights and obligations of the parties in toto. If other conditions have been agreed between the parties prior to the conclusion of this contract, the parties are free to mention them in this agreement.19 Therefore, the entire clause of the contract generally replaces all previous agreements that were not expressly included in that agreement. In the case of Neelkanth Mansions and Infrastructucts Private Limited and Ors. v. Urban Infrastructure Ventures Capital Limited and Ors.20 did not allow Bombay High Court to provide oral evidence and to find that the entire purpose agreed between the parties was only included in the shareholders` agreement, since the shareholder contract does not relate to any conditions of the endorsement agreement. Therefore, AXA`s comprehensive contractual clause did not exclude liability for all misrepresentations. Although this was the decision of a Masters to summarise the reasons for judgment, it draws attention to the dangers of a rigid approach to the interpretation of the standard clauses of the boiler platform. As with any other clause, they are always interpreted as part of the overall contract.
However, in the design phase, it is risky to rely on the Tribunal adopting a more comprehensive view of the interpretation of the standard basic rules (such as the fact that the decision was overturned in November 2018 in the context of an appeal). It is better to include the standard exclusion for misrepresentation and avoid any conflict of nat. Therefore, a full agreement clause, even if it is not the nature of the derogation clause that is primarily before the UCTA, may be subject to a suitability review within the UCTA. Section 3 Misrepresentation Act also imposes a requirement of adequacy, even though the parties agreed, in a full agreement clause, that there had been no misrepresentation. However, as confirmed by the Wood/Capita Supreme Court (see our briefing), the contractual provisions cannot be interpreted in isolation. The court will consider the clause as part of the agreement as a whole. The clauses of the boiler platform are no exception to this rule. The court accepted the seller. As Axa Sun Life acknowledged, this decision applies only to the construction of the comprehensive contractual clause at issue.