Two jobs: integration and non-reliance
An entire-agreement clause does two things, and it is worth keeping them apart. The integration limb says the written contract is the whole agreement and supersedes prior discussions. The non-reliance limb says each party acknowledges it has not relied on any representation, warranty, or statement not set out in the contract. It is the non-reliance limb that defeats a misrepresentation claim, by removing the reliance that misrepresentation requires.
So a bare "this is the entire agreement" may not stop a misrepresentation claim; the express non-reliance acknowledgement is what does the work.
Why courts enforce them between commercial parties
English courts regularly uphold non-reliance clauses between sophisticated, advised parties. The acknowledgement of non-reliance is treated as defining the basis on which the parties dealt - they agreed that only the contractual statements count - and that allocation of risk is respected. This is the seller-side strategy that confined the buyer to warranties in Sycamore Bidco.
The strength of the clause grows with the deal's sophistication: equal bargaining power, legal advice on both sides, and genuine negotiation all make it more likely to hold.
But they must pass UCTA reasonableness
A clause excluding liability for misrepresentation is subject to the reasonableness test under section 3 of the Misrepresentation Act 1967, which applies the UCTA reasonableness standard - where UCTA applies. The factors are the familiar ones: bargaining power, negotiation, legal advice, proportionality, and whether the innocent party keeps a meaningful remedy, such as the warranties.
There is a cross-border wrinkle, and it is easy to overstate. Section 27 of UCTA disapplies UCTA's own controls (sections 2 to 7) for a naturally-foreign contract that merely chose English law. The misrepresentation reasonableness test, though, lives in section 3 of the Misrepresentation Act 1967, which section 27(1) does not list - it can fall away for an international supply contract under section 26, but whether it does on a given deal is a separate question to check, with conflict-of-laws advice. The section 27 guide covers the UCTA side.
Fraud is always carved out
You cannot exclude liability for your own fraud in inducing the contract, and a non-reliance clause that purported to do so would be void to that extent. Well-drafted clauses say so expressly, opening with words such as "save in respect of fraud". This protects the clause: an attempt to cover fraud risks being struck down more widely, and signalling the carve-out shows the parties were not attempting the impossible.
So the model is: exclude reliance on everything outside the contract, preserve the contractual warranties as the agreed assurances, and carve out fraud.
Drafting that holds
Make the non-reliance acknowledgement explicit and mutual; confirm each party conducted its own due diligence and was professionally advised; state that the exclusive remedy is under the contract, save for fraud; and, where UCTA may apply, acknowledge the clause is a reasonable allocation, with the reasons - due diligence, the warranties and disclosure, equal bargaining power.
In review, check three things: is there a real non-reliance limb, not just integration; is fraud carved out; and does the clause acknowledge UCTA reasonableness where the deal could attract it. The detailed mechanics of limitation and UCTA reasonableness are in the limitation-of-liability guides.
Use at the desk
Practical checklist
- Include an express non-reliance acknowledgement, not just an integration statement - it is what defeats misrepresentation.
- Make the acknowledgement mutual and record that both parties did due diligence and were advised.
- Always carve out fraud ("save in respect of fraud") - it can never be excluded.
- Ensure the non-reliance clause meets the reasonableness test in section 3 of the Misrepresentation Act 1967, and document why.
- On international contracts, section 27 disapplies UCTA's own controls; check the Misrepresentation Act section 3 position (UCTA section 26 / conflict-of-laws) separately.
- Keep contractual warranties as the agreed assurances so the other side retains a meaningful remedy.
This guide is informational only and is not legal advice. It does not replace advice from licensed counsel on the facts of a specific transaction.
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