Event Register

Contract provisions not to be taken for granted

Halfday seminar 30 August, 2019

Emeritus Professor John Carter, Professor Elisabeth Peden, Dr John Eldridge, Professor Barbara McDonald (Chair)

Dixson Room, Mitchell Wing, NSW State Library

01:30PM to 05:00PM

Contract provisions not to be taken for granted ... entire agreement clauses, contracting out of good faith, self-imposed writing requirements for contract variation

 A key feature of modern contract drafting is the use of standard provisions that deal with recurring matters. An entire agreement clause is a typical example. While there may be no general consensus 
on the precise wording of such provisions, they give effect to particular commercial objectives on which there is a large measure of agreement in the commercial community. To no small degree, these commercial objectives reflect dissatisfaction with the operation of the common law of contract.

• Entire agreement clauses attempt to equate the contract with the document, and so prevent the characterisation of pre-contractual statements as terms of the contract (or a collateral contract).

• General dissatisfaction with and uncertainty about the courts' treatment of contractual discretions has led to attempts to contract out of good faith.

• The rule that any contract may be varied verbally or by conduct motivates the use of self-imposed requirements of writing and signature for contract variation.

This seminar subjects the three classes of provision to critical analysis in light of:

• the common law principles with which they deal, such as the parol evidence rule;

• leading cases, eg, Renard Constructions (ME) Pty Ltd v Minister for Public Works (1992) 26 NSWLR 234;

• recent cases, eg, MWB Business Exchange Centres Ltd v Rock Advertising Ltd [2018] UKSC 24.

1.30 Registration opens

2.00 Welcome — Barbara McDonald

2.15 Entire agreement clauses: how effective? — John Eldridge

2.45 Contracting out of good faith — Elisabeth Peden

3.15 Afternoon tea

3.45 Self-imposed writing requirements for contract variation — John Carter

4.15 Panel discussion

5.00 Close

John Carter
Emeritus Professor, University of Sydney; Consultant, Herbert Smith Freehills; General Editor, Journal of Contract Law

Elisabeth Peden
Professor of Law, University of Sydney; Barrister and Mediator; Editor, NSWLR; Co-editor, Commercial Law Quarterly

John Eldridge
Lecturer, University of Sydney Law School

Barbara McDonald (Chair)
Professor of Law, University of Sydney

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