Mergers and Acquisitions

Courts are “…very slow to import a tacit term into a contract particularly where …. the parties have concluded a comprehensive written agreement that deals in great detail with the subject matter of the contract and it is not necessary to [import a term] to give the contract business efficacy.” However, the presence of “whole agreement” and “non-variation” provisions will not in itself preclude the Court (albeit reluctantly) from doing so.

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