What Is An Agreement Clause

December 20, 2020 at 6:23 pm

As a result, a uniform approach to the development of these clauses has been put in place, in which the contracting parties use formulations that have been proven in their pre-structuring provisions. As a general rule, a full provision of the contract includes several parts comprising one or more of the following parts: In the case of Mears Ltd. v. Shoreline Housing Partnership Ltd.22, Mears has entered into a contract for the repair and maintenance of several thousand properties operated by Shoreline. It wasn`t until six months after Mears started working for Shoreline that the repair and maintenance contact was completed. For the six-month period prior to the signing of the final contract, Mears was paid on a compound basis. However, the final contract had a clause stipulating that a rate schedule (different from compound rates) would operate retroactively for the aforementioned six-month period. Towards the end of the six-month period, Shoreline Mears held approximately US$300,000, claiming that Shoreline had to pay Mears on the basis of the scale and not compound rates and had paid Mears for a period of six months. While Shoreline defended the contractual clause in the final contract, Mears estoppel claimed by convention. The Court held that the entire agreement clause did not exclude the Estoppel doctrine from the convention, either by its explicit wording or interpretation.

Given that the parties shared a fact adopted and had the same act for the six-month period prior to the conclusion of the contract, it was wrong to allow Shoreline to apply the terms of the final contract and circumvent its pre-contract obligations. The Court found that there was a “simple and obvious gap” in the lease. Apart from a lessor`s insurance, the lease agreement did not provide for an explicit provision regarding the exterior of the building or its power supply. The power supply did not fall under the tenant`s obligation to keep “the devices and faucets” in a good order of repair and decoration. In addition, the lease agreement provided for the landlord to enter the premises for the repair, maintenance or renewal of service supports, including the means used to transport gas and electricity to the premises. Accordingly, the Court of Appeal found that it was necessary to fill this gap and to establish an agreement by the owner that the electrical installation and other service supports provided were safely installed and covered by a required certificate. Moreover, the involvement of this clause by the entire clause of the contract is not excluded. In the case of Mears Ltd/Shoreline Housing Partnership Ltd,a social housing owner (Shoreline) entered into an agreement whereby Mears (a maintenance contractor) would operate Shoreline`s properties. Mears began working for the owner six months before the contract was signed. Mears` labour cost calculations were based on a different price list than the signed contract formula. Subsequently, it turned out that the price list was not working and the parties agreed on a new composite code system. Mears was billed and paid according to the new composite code.

Recent case law shows that a full contractual clause will not prevent a party from relying on estoppel to enforce a pre-contract agreement.