A recent High Court ruling exposed fault lines between different clauses in a share purchase agreement which highlight again the need for very precise drafting in commercial and transactional contracts generally.

Most commercial and transactional contracts have what is called an ‘entire agreement’ clause, the purpose of which is to limit the rights and obligations between the parties strictly to what is contained in the contract, and thus excluding all other statements, communications, emails etc. In a recent case, Al-Hasawi v Nottingham Forest Football Club [2018] EWHC 2884, 1 November, 2018 –the High Court ruled that an entire agreement clause in a share purchase agreement which did not have wording to negate reliance or exclude liability for misrepresentation was not effective to exclude misrepresentation claims. Clear words are needed to exclude misrepresentation claims and an entire agreement statement that sets out the scope of the agreement is not sufficient. Instead, what must be shown is “clear wording establishing an intention to go beyond defining the scope of the contractual agreement and exclude other claims”.