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A representation is an assertion as to a fact, true on the date the representation is made, that is given to induce another party to enter into a contract or take some other action. A warranty is a promise of indemnity if the assertion is false.
Sep 19, 2022 · In the event that your contract or agreement doesn't include a spelled-out warranty, it's hard to claim that the representations made don't come with some type of common law warranty. If a seller is making claims about a product or service, the buyer should have protection even if the warranty isn't clearly stated.
Representations and warranties are statements of fact and assurances provided by parties in a legal contract. They are used to affirm that certain conditions or statements are true and serve to allocate risk between parties by laying out the facts of a deal. Representations are statements of fact about the present or past.
This Standard Clause includes standard representations and warranties regarding the party itself and the validity and enforceability of the contract, as well as some optional transaction-specific representations and warranties.
The High Court has ruled that warranties in a share sale agreement did not (and arguably could not) also operate as representations, so as to give the buyer a choice of claiming either contractual damages for breach of warranty or remedies in tort for misrepresentation.
Mar 30, 2019 · So, what is the difference between representations and warranties? The key difference between a representation and a warranty is the remedy available to the innocent party when there is a breach. If a warranty is found to be untrue, the innocent party will be entitled to damages.
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Should a buyer rely on a warranty?
Nov 24, 2016 · There is an important distinction between warranties and representations in English law and whether you want to give either or both of these to your counterparty will depend on your bargaining position and will differ from case to case.