Entire Agreement clauses – scope and effect

Al-Hasawi v Nottingham Forest Football Club (High Court) [2018]

‘Entire Agreement’ clauses are routinely inserted into contracts with little or no thought. Their aim is to ensure that the written contract is the sole record of the parties’ rights and obligations. In recent years, time and again the courts have, however, found ways of circumventing the drafting where it was considered appropriate and this is yet another example.


Nottingham Forest Football Club (the “Club”) was sold by Mr Al-Hasawi and his corporate vehicle NFFC Group Holdings Ltd (“the Seller”). A share purchase agreement (“SPA”) governing the sale was entered into on 12 April 2017. The SPA contained an entire agreement clause, which read: .

“This agreement (together with the documents referred to in it) constitutes the entire agreement between the parties and supersedes and extinguishes all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter”.

The Club was sold for a nominal consideration of £1. The Club’s liabilities at the point of the sale were disclosed as being a total of £6,566,213. The SPA provided that the Seller would indemnify the new owners against liabilities if they exceeded £6.6 million. Court proceedings were commenced when it was claimed that the liabilities had been misrepresented by the Seller and actually totalled over £10 million.

The Seller claimed that the SPA contained a contractual procedure for dealing with the Club’s liabilities and that the entire agreement clause in the SPA was drafted to exclude any alternative claim for misrepresentation.


It was held that clear words are needed to exclude misrepresentation claims and an entire agreement clause that simply sets out the scope of the agreement is not sufficient. Parties must go further and include "clear wording establishing an intention to go beyond defining the scope of the contractual agreement and exclude other claims”.

This case follows the recent Court of Appeal authority in Hipwell v Szurek (2018) where it was found that an entire agreement clause, if not tailored to the individual circumstances can be subject to challenge.

Points to Note: