1. An entire agreement clause is meant to make clear that the contract reflects the full and final agreement between the parties. This means nothing said or agreed outside of the final executed agreement can be relied on. This includes, any representations (be it oral or in writing) given prior to the execution of the agreement.

2. Section 92 of Evidence Act 1950– when parties have reduced their agreement into writing, no evidence of any oral agreement or statement shall be given for the purpose of contradicting, varying, adding to or subtracting from its terms under the written agreement.

3. In Federal Court case of Wong Yee Boon v Gainvest Builders (M) Sdn Bhd [2019] MLJU 1970, it was held at page 5-6 that the Introducer Agreement contained a valid entire agreement clause (clause 13), which precluded reliance on any prior representations or promises not captured in the written contract. Accordingly, no extraneous or oral evidence could be used to interpret, supplement, or contradict the appellant’s obligations under clause 4:

“[26]  The written terms of the Introducer Agreement do not contain any clause on influence peddling. Clause 13 as well as sections 91 and 92 of the Evidence Act would exclude any reliance on any purported representation on the part of the appellant citing the decision of this Court in Tindok Besar Estate Sdn Bhd v Tinjar Co [1979] 2 MLJ 229 in support. I have carefully perused and analysed the Introducer Agreement. Bearing in mind that it is a written agreement the rule of interpretation of it, is well settled. Once a contract is reduced to writing it must be read within its four corners without more. Also sections 91 and 92 of the Evidence Act would exclude any reliance on any purported representation on the part of the appellant. This Court had in Tindok Besar Estate Sdn Bhd v Tinjar Co (supra) held that when the terms of an agreement is reduced to writing, section 92 specifically excludes evidence to contradict, vary or add to the written agreement except in situations provided in the provisos to that section. The legal position is trite in this area of the law (see Donald James Ray And Anor v Bruno Sorrentino and Other appeals [2014] 1 LNS 1102 and Nortel Networks (Asia) Ltd & Ors v Sapura Holdings Sdn Bhd and Anor [2012] 8 CLJ 296).

[27]  It is also significant to note that the Introducer Agreement also contains an Entire Agreement Clause which estopped the respondent from relying on any purported representation by the appellant, outside the scope of the agreement. The Entire Agreement Clause in Clause 13 states clearly that:

“This Agreement contains the full and complete understanding between the Parties and supersedes all prior arrangement, agreement and understanding, whether written or oral appertaining to the subject matter of this agreement and may not be varied by an instrument signed by all parties.”

[28]  This Court in Berjaya Times Square Sdn Bhd v Twingems Sdn Bhd & Anor and another action [2012] 9 MLJ 510 had dealt with the entire agreement clause in a tenancy agreement, to hold that such clause binds the defendant in that case and thereby was prevented to raise the defence of misrepresentation. The Court of Appeal had also dealt with this clause in Bank Perusahaan Kecil & Sederhana Malaysia v Iskandar Zulkarnain Zainal Abidin [2013] 1 LNS 308 and had denied a defence of misrepresentation on the basis of the Entire Agreement Clause (see also Hairin Corporation Sdn Bhd v Rimbun Tekad Premix (Trengganu) Sdn Bhd [2016] 3 MLJ 782).

[29]  In my view and having regards to decided authorities, the alleged representation by the respondent therefore cannot form part of the Introducer Agreement. With Clause 13 in place we are in no position to read into the Introducer Agreement any other obligations than what is written in Clause 4. The implication of the Entire Agreement Clause means that no extraneous evidence may be considered to interpret, to supplement or to contradict the appellant’s obligations as set out under Clause 4.”