CL-2022-000676 - [2025] EWHC 2486 (Comm)

Finally there is the Non-Reliance clause and the Entire Understanding clause, which can be dealt with relatively briefly.

Clause 28.5 of the Contract’s Schedule 2 (General Terms and Conditions) agreed that neither party has relied on any statement that is not “set out in this Contract or ... made fraudulently”. Under Clause 28.5 the parties further agreed not to claim damages for any such (non-contractual, non-fraudulent) “misrepresentation or undertaking (whether made carelessly or not.)”. This is, the kind of clause which not infrequently underpins a case in contractual estoppel ( ie deployed against claims of reliance on extra contractual misrepresentations). Medpro’s attempts to suggest that this clause was not apt to cover more than claims for damages for misrepresentation or breach of warranty appears to ignore the opening words of the clause which are not so limited (“Each party acknowledges and agrees that it has not relied on any representation, warranty or undertaking (whether written or oral) in relation to the subject matter of this Contract…”).

The Entire Understanding clause, clause 28.9 appears, like the clause in ABN Amro Bank NV v Royal & Sun Alliance Insurance[2021] EWCA Civ 1789, [2022] 1 WLR 1773 to exclude estoppels.

Accordingly had the estoppel case been capable of getting off the ground on its merits, it would then have faced insuperable difficulties in the contractual terms, this being a case where fraud is not suggested as a way round the relevant clauses.