What constitutes the "entire agreement" clause in an agreement of purchase and sale?
British Columbia, Canada
The following excerpt is from Wang v Shao, 2018 BCSC 377 (CanLII):
Clause 22 of the agreement of purchase and sale, which is Exhibit 3 in these proceedings, is the “entire agreement” clause. It provides, in part, that: There is no representation, warranty, collateral agreement or condition, whether direct or collateral or expressed or implied, which induced any party hereto to enter into this Agreement or on which reliance is placed by any such party, or which affects this Agreement or the property or supported hereby, other than as expressed herein. This clause is vitiated by fraud and it is not open to the defendant to rely upon it in the circumstances. See Ballard v. Gaskill (1955), 1955 CanLII 274 (BC CA), 14 W.W.R. 519 (B.C.C.A.).
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