Exclusion - Prior Knowledge

Contract Type:
Generic Contract

The Client acknowledges that it has not relied on any representation, warranty or other assurance (except as set out in this agreement) made by or on behalf of the Firm prior to entering into this agreement."


Here is a plain English explanation of the Exclusion - Prior Knowledge clause:

This clause states that the Client has not depended on any previous statements, guarantees or assurances made by the Firm before signing this agreement, except for what's contained in the agreement itself.

The purpose is to exclude liability related to any prior representations the Firm may have made to the Client informally before finalizing the contract.

It clarifies that the Client cannot make claims based on preliminary promises or statements made during early discussions or negotiations before this definitive agreement was signed.

Only the representations and warranties contained directly within the executed contract document will be enforceable.

In summary, this clause excludes liability for any previous verbal or written statements made prior to finalizing the current binding agreement. It limits enforceability to the four corners of the contract.

History of the clause (for the geeks)

Exclusions of liability for pre-contractual representations emerged due to the complexities of modern contracting.

Key historical developments driving adoption of these clauses include:

- Early common law focused on contractual warranties, leaving ambiguity around pre-contract claims.

- As contract negotiations became more complex, preliminary representations required limitation to finalize deals.

- Courts began to entertain detrimental reliance claims based on pre-signing conduct.

- To promote transactional certainty, parties excluded liability for previous statements made during negotiations.

- Internationalization of business required careful delineation of binding terms versus non-binding discussions.

- Consumer protection laws prompted disclaimers on sales materials to avoid unintended warranties.

- Electronic transactions further separated pre-purchase representations from definitive terms at checkout.

- To reduce disputes, sophisticated parties made entire agreement clauses standard practice.

In summary, as deal-making evolved, exclusions arose to delineate pre-contract discussions from codified obligations, funneling parties towards their definitive written agreements.