The Truth, The WHOLE Truth And Nothing But The Truth.

We all know not to believe everything you read, but what about the things that you hear?

Like many people in business, I’ve often signed up to a deal or entered into a contract having listened to a sales pitch. I may not have been influenced by it, and I may have taken some of what they said with a pinch of salt. However, if they say something like “you can have a full refund if you return it in good condition within 30 days” I’d be very upset if I went back the following day for a refund and was told I couldn’t have it, but it does happen, usually because people have listened to what was said, and not then read what they signed, because they’ve assumed that even if what they signed said something different, they could rely on what they heard.

Sadly, this isn’t always the case.  Sometimes there will be what’s called a whole of contract clause.  This effectively says that you cannot rely on what you were told, even if it’s different to what is in the contract.

Whilst in many circumstances I would still argue that this was breach of contract based on misrepresentation, I’ve still got to prove what the salesman said and that I relied on his assurances to my detriment and that I’m entitled to my refund and then I’ve got to explain why I didn’t read the contract, such as them not bringing their Ts and Cs to my attention.

A whole of clause contract will usually supersede any previous oral or written agreement between the parties, and unless you have a good reason why you didn’t know about it (and just “I didn’t read the contract” is not a good reason) a court is likely to say you are bound by it.

So the moral of this story is

1. Always read the contract carefully.

2. If there is anything in the contract that contradicts what you’ve been told, get the contract amended – a side letter may not be sufficient even if there is not a whole agreement clause.

3. If there is a whole agreement clause, be even more wary.

4. Where possible, get a solicitor to check the contract over for you!

I’m interested to hear from anyone that has been affected by this, so if you’ve been on either side of a whole of contract clause dispute, drop me a line.

Kleyman & Co Solicitors.  The full service law firm.  Giving you the whole story.