The final contract contained a full contractual clause. Shoreline argued that this clause had prevented Mears from availing itself of the pre-contract agreement. However, Akenhead J noted that « the full agreement clause » does not exclude or limit confidence in an established and effective Estoppel, either explicitly or by interpretation. It was found that prior to the start of the contract, the parties shared an assumption and based on this assumption over a long period of time, so it would be unfair to allow Shoreline to apply the terms of the contract in order to avoid the performance of their obligations under the pre-contract agreement. However, each case must be carefully considered with the specific facts in mind. Courts have sometimes found, apparently at odds with the general rule, that a full clause in the contract (as opposed to a clear exclusion clause) could be used to exclude implied clauses. This type of clause is intended to ensure that the terms and intentions of the commitments are defined in a single document. The objective, in turn, is to promote safety and possibly to prevent the parties from using declarations or assurances in pre-contract negotiations to try to verify what the contract requires as a benefit. Entire contractual clauses generally seek to exclude the assurances and statements of the parties relied on by the parties at the conclusion of the contract, but which were not expressly included in the contract. In the case of Mears Ltd/Shoreline Housing Partnership Ltd,a social housing owner (Shoreline) entered into an agreement whereby Mears (a maintenance contractor) would operate Shoreline`s properties.
Mears began working for the owner six months before the contract was signed. Mears` labour cost calculations were based on a different price list than the signed contract formula. Subsequently, it turned out that the price list was not working and the parties agreed on a new composite code system. Mears was billed and paid according to the new composite code. An agreement between private parties that creates reciprocal obligations that can be imposed by law. The fundamental elements necessary for the contract to be a legally enforceable contract: mutual consent, expressed by a valid offer and acceptance; Appropriate consideration Capacity and legality.