Warranties & Representations
Also called: Representations and Warranties · Reps and Warranties
Representations are statements of fact made to induce the other party to enter a contract. Warranties are contractual promises that those facts are and remain true. Breaching a warranty is a breach of contract; a false representation may additionally support a misrepresentation claim.
In more detail
In commercial practice the two are usually bundled into a single "representations and warranties" section, but the legal consequences of breaching each can differ — which is why the distinction survives in careful drafting.
The commercial tension is symmetrical: overbroad warranties create liability you may not be able to stand behind, while missing warranties leave you without recourse if the other side’s assurances turn out to be untrue.
Warranties are frequently qualified — by knowledge ("to the best of the seller’s knowledge"), by materiality, or by disclosure against a schedule. Each qualifier meaningfully narrows what you can actually claim for.
What our lawyers check
- Whether the warranties given match what you can genuinely stand behind
- Whether the warranties you receive cover the risks that actually matter in the deal
- Knowledge and materiality qualifiers that quietly narrow protection
- The remedy for breach, and whether it is capped or carved out of the liability cap
Contracts where this clause matters
Related terms
This definition is general information about commercial contracting practice, not legal advice. How a clause operates depends on the specific wording of your agreement and the law that governs it. For advice on your contract, have it reviewed by a lawyer.
All glossary terms