Is there a way of claiming of the “four walls” GCCC Contract?

Is there a way
of claiming
OUTSIDE
of the “four walls”
GCCC Contract?
BY BRUNO HERBOTS
BRUNO
HERBOTS
Partner,
Beauchamps Solicitors
&"""
Parol Evidence Rule
&"""
Parol Evidence Rule
Entire Agreement Clause
&"""
Parol Evidence Rule
Entire Agreement Clause
&"""
Estoppel By Convention
Parol Evidence Rule
Entire Agreement Clause
&"""
Negligent Misstatement
Estoppel By Convention
&"""
Parol Evidence Rule
&"""
Parol Evidence Rule
Is a common law rule of which:
•
excludes the incorporation of
pre-contract terms; and
•
limits the way in which a
contract can be interpreted.
&"""
EXCEPTIONS
1: The presumptions that the writing
was intended to contain all the
terms of the contract, is rebuttable
2: Existence of representations
creating a collateral contract
Claim of pre-contract estoppel
by convention
Entire Agreement Clause
Prevents:
1: “a party from threshing through the
undergrowth and finding in the course of
negotiations some (chance) remark or
statement (often long forgotten or difficult to
recall or explain) on which to found a claim.”
2: “contractual obligations arising outside
the terms of the agreement.”
&"""
Entire Agreement Clause
Does not merely reinforce the parol evidence
rule, it replaces it with a more powerful device.
1: Exceptions to the parol evidence rule
do not apply. “It denudes what would
otherwise constitute a collateral warranty of
legal effect”.
2: The written contract cannot be undermined
by extrensic facts.
&"""
Entire Agreement Clause
An insurmountable hurdle?
What
constitutes the
GCCC contract?
?
Fixed
Variable
X
MD
DQ
FH
+@V
Tie to contract
payments/
milestones/
definitions
DQ
K
N
O
XDQ
L
$
M
$
Understand
Employer’s
Requirements
Act
“Th ive v
e c oice
ont :
rac
t or
sha
r le
a
e
l dab
c
e an
b
st erst
u
M nd
&u
ll…
”
e
v
i
t
a
r
e
p
sion is im
Preci
Shouldn’t contradict
terms or conditions
n
w e
o
p
d
o
n sc
e
k eir
o
r th at
b
s s, th
i
t
e
n
c
c
o
i ti fle
r
p ec re
f
I r s ld
fo ou
sh
Good
No
cu
t
&
pa
st
writi
e
ng sk
ill
If not conclusive
No fixed price
No matter what contract says
&"""
Best defence
&"""
Performance Scope
A well developed scope of work
Entire Agreement Clause
In the alternative the four walls
can, while difficult, be besieged.
&"""