Representations and Warranties Clause

Summary

These representations and warranties clauses are for use in a commercial contract and serve to provide the non-representing party with assurance of specific facts and conditions from the representing party, the failure of which provides a valid breach of contract claim in favour of the non-representing party. These clauses include practical guidance, drafting notes and an alternate clause. A representation is an assertion of fact given by one party to a transaction to the other party that is true as of the date such assertion is made. A warranty is a promise that an assertion of fact, i.e., a representation, is true. If a contractual warranty is not true, the party that provided the warranty will have breached the applicable agreement and the recipient may be entitled to compensation for any damages that may have resulted from the breach of warranty. It is important for counsel to ensure that clients fully understand the nature of these terms, and that they are properly drafted in ...