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. Extrinsic evidence may also be permitted for the interpretation of the terms of the contract, even if the contract may have a full contractual clause. In the case of Proforce Recruit Ltd/. Rugby Group Ltd.7 decided by the Court of Appeal that, by including the entire contractual clause, the parties intended to exclude extrinsic evidence in order to determine the content of a contract or to create a secondary contract, but not to determine the importance of a contractual clause in reference to prior assurances. agreements, negotiations and agreements between the parties.
In this case, an employment agency has entered into a contract with a client for the supply of work staff and cleaning products. During the fixed term of the contract, the employment agency would have a “preferred supplier status” in relation to the customer. However, the contract did not define the concept of “preferred supplier status.” A dispute aedted when the client entered into a contract with another employment agency and the court had to determine the meaning of “preferred supplier status.” In such a case, the Court of Appeal relied on extrinsic evidence to interpret the indeterminate clause, although the contract for a full contractual clause was not concluded. Even if the admissibility of extrinsic evidence of the interpretation of the contractual terms depends on the facts, extrinsic evidence cannot be excluded for interpretation simply because the contract contains a full contractual clause. A simple contractual clause could, in appropriate circumstances, be as follows: this agreement constitutes the whole agreement between the parties and replaces all prior agreements, agreements, negotiations and discussions, written or public.