In Axa Sun Life Services v Campbell Martin [2011] EWCA Civ 133, the Court of Appeal reviewed standard appointed representative agreements entered into between Axa and several different companies. The appointed representatives claimed Axa had misrepresented the nature of the agreements and given collateral warranties, and both the misrepresentations and the warranties had induced them to enter into the agreements.

The Court of Appeal found that the entire agreement clause prevented the appointed representatives from relying on the collateral warranties but had no effect on any alleged misrepresentations. It reviewed the wording of the clause in detail and concluded that exclusion of liability for misrepresentation must be clearly stated. The wording under review was, for several reasons, not sufficiently clear in this regard.

The Court also held that entire agreement clauses can be caught by the Unfair Contract Terms Act 1977 (UCTA), even though they are not the type of exemption clauses usually subject to UCTA. In this regard it held that the clause under review passed the reasonableness test.