Pre-contractual statements reflecting the parties' actual intentions and expectations about services to be provided under a management agreement are inadmissible to construe that agreement where it contains an entire agreement clause, even if characterised as 'surrounding circumstances'. The parol evidence rule also bars an estoppel by convention alleged to arise from pre-contractual negotiations where the written contract supersedes all prior agreements. A change in the share ownership of a contracting party does not constitute a 'parting with possession' of contractual rights under an assignment restriction clause where the party's contractual obligations remain unchanged.
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