Published: Wed, 07 Mar 2018
Inntrepreneur Pub Co v East Crown Ltd  2 Lloyd’s Rep 611
Affirmed that pre-agreement representations are not binding or influential where a written agreement contains an ‘entire agreement’ clause.
The parties to a lease of a pub entered into a rental agreement, promising to rent the property so long as the new tenant continued to acquire its beer from the suppliers used by the prior tenants. Moreover, a clause in the agreement stipulated that ‘this agreement… constitute[d] the entire agreement’. Once the tenant completed the requirements of the lease, they began stocking beer from other suppliers and so the landlord attempted to seek an injunction against the new tenant for breach of promise. The tenant retorted that the landlord had suggested that the purchaser requirement was flexible and further that the passing of time meant this right had deteriorated and the landlord could no longer seek to reasonably rely upon it.
Whether an unclearly worded clause in an original agreement could operate to prevent a defendant from establishing a collateral damages agreement with another party.
The Court found for the landlord claimant, emphasizing that whilst the tenant may be displeased with the circumstances at hand, they had no reasonable grounds for complaint. Whilst there may be occurrences in which a party to an earlier contract who had made a representation may be required to fulfill such a promise, however this ought be distinguished from circumstances in which an earlier promise may be operated to estop a party from fulfilling a subsequent contractual promise. Thus, an agreement does not suffice as evidence of the suggestion of a collateral warranty submission.
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