The general rule is that the entire clause of the contract excludes the parties from proving orally the terms of the contract1, since the parties have expressed, through the entire clause of the agreement, their intention that the document contain all the conditions of their agreement2, which supports the rule of parol proof provided for in section 92 of the Indian Evidence Act. 1872 (“IEA”) 3. There are, however, some exceptions to this general rule. If the contract does not contain all the conditions between the parties and the contract remains silent with regard to the other conditions, the parties may provide oral evidence of their negotiations to help interpret or supplement the contract4. However, these other clauses must not be contrary to the written contract.5 In addition, extrinsic evidence may lead to ambiguities as to the front of the contract, but not in cases where the terms of the treaty are clear.6 Parties often attempt to assert that a particular clause should be included in the treaty as a whole because of its importance to the treaty as a whole. In the energy and raw materials sector, for example, contracts for the sale of natural resources may provide that the appointment of a commodity inspector is final and binding, except in cases of manifest error.3 In this case, a party may argue that, in determining whether there is a manifest error, a provision requiring the inspector to retain a representative part of the sample examined should be included in the contract. The inclusion of such an implied provision may make it easier for a party to ascertain a manifest error and could therefore be described as important for the functioning of the Treaty. However, contractors should bear in mind that legal tests relating to the effects of the above conditions are not based on importance, comfort or suitability.4. Prior agreements and legal effects by agreement – Finally, when concluding a contract, the parties should check whether agreements were concluded before the contract and should be included in such a contract. If so, this should be done by making explicit reference to this agreement and integrating it into the new treaty. If this has been done correctly, a whole contractual clause will not exclude it. Full contractual terms must also be appropriate under the Unfair Contract Clauses Act 1977.
If both parties are commercial entities and the contract is concluded in a commercial context, it is unlikely that a full contractual clause excluding the liability of pre-contractual insurance is inappropriate. This may be the case even if one of the parties is much larger than the other, provided that the small party is used to dealing with such agreements. Conclusions While the entire contractual clause is a useful and widespread provision of “Boilerplate”, it is not necessarily a complete response to the exclusion of something outside the written document itself. A full contractual clause is not for this purpose unless it is carefully drafted for the purpose of excluding such other matters, and even then it may be repealed. . . .