Legal English – Peter’s Pills – Lesson 64 – Representations and Warranties
Representations and Warranties
Transcript:
It is very common to come across the terms “Representations and Warranties” in contracts, but do you know the difference?
First of all, it is important to note that “Representations and Warranties” are often translated into Italian simply as “Garanzie”, but as you can imagine, in the Common Law mind, there are important differences between the two terms.
Representations are statements (dichiarazioni) of fact made by one party to another during negotiations or in a contract and are very often oral. These statements influence the other party’s decision to enter into an agreement. Representations are expected to be true and accurate at the time they are made.
On the other hand, warranties are promises or assurances made by one party to another regarding the future performance or condition of a product, service, or the overall agreement and are generally written. Warranties provide a level of assurance to the recipient that certain conditions or standards will be met, and they serve as a form of protection against potential risks.
If you come into my shop and I show you a new smartphone and I tell you that it can make voice and video calls, send messages, wake you up in the morning and make you coffee, then my representation may induce you to buy the phone. However, when you sign the contract for the phone and read the fine print, you will notice that the warranties only say that the phone can make calls, send messages, wake you up in the morning and is guaranteed for two years.
So, in summary we can say that representations influencing the decision-making process, while warranties focus on the future, offering assurances about the performance or condition of what is being agreed upon.
Thank you very much, and see you next time for more Peter’s Pills to improve your legal English.
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See more about Representations and Warranties here: “M&A Academy Representations and Warranties” (.PDF).
Legal English – Sommario delle Lezioni
Legal English – Peter’s Pills – Lesson 64 – Representations and Warranties
Legal English – Peter’s Pills – Lesson 63 – Machine translations
Legal English – Peter’s Pills – Lesson 62 – Legal Timelines
Legal English – Peter’s Pills – Lesson 61 – Liens
Legal English – Peter’s Pills – Lesson 60 – Test your Legal English
Legal English – Peter’s Pills – Lesson 59 – Appurtenent vs In gross
Legal English – Peter’s Pills – Lesson 58 – Building societies and Banks
Legal English – Peter’s Pills – Lesson 57 – Valid, void and voidable contracts
Legal English – Peter’s Pills – Lesson 56 – Rescission
Legal English – Peter’s Pills – Lesson 55 – Golden expressions
Legal English – Peter’s Pills – Lesson 54 – Pre-emption right vs Right of first refusal
Legal English – Peter’s Pills – Lesson 53 – What do we mean by “agent” of a company?
Legal English – Peter’s Pills – Lesson 52 – Voting at a meeting
Legal English – Peter’s Pills – Lesson 51 – Contracts vs Deeds
Legal English – Peter’s Pills – Lesson 50 – Executive and Non-Executive Directors
Legal English – Peter’s Pills – Lesson 49 – Transfer of shares vs transmission of shares
Legal English – Peter’s Pills – Lesson 48 – They, them, their for singular nouns
Legal English – Peter’s Pills – Lesson 47 – Jointly and severally
Legal English – Peter’s Pills – Lesson 46 – Invoice words
Legal English – Peter’s Pills – Lesson 45 – Quotation
Legal English – Peter’s Pills – Lesson 44 – Gazumping and Gazundering
Legal English – Peter’s Pills – Lesson 43 – English words that the English do not understand
Legal English – Peter’s Pills – Lesson 42 – Easement vs Profit à prendre
Legal English – Peter’s Pills – Lesson 41 -er, -or and -ee names
Legal English – Peter’s Pills – Lesson 40 – The Objects Clause
Legal English – Peter’s Pills – Lesson 39 – When is Latin hot, and when is it not?
Legal English – Peter’s Pills – Lesson 38 – Default
Legal English – Peter’s Pills – Lesson 37 – Company Agent
Legal English – Peter’s Pills – Lesson 36 – Injunction (false freind)
Legal English – Peter’s Pills – Lesson 35 – Mortgage
Legal English – Peter’s Pills – Lesson 34 – Freehold, Leasehold and Commonhold estates
Legal English – Peter’s Pills – Lesson 33 – Transferor, Transferee and Transmittee
Legal English – Peter’s Pills – Lesson 32 – Tax evasion, tax mitigation and tax avoidance
Legal English – Peter’s Pills – Lesson 31 – Numbers
Legal English – Peter’s Pills – Lesson 30 – Ordinary resolutions vs special resolutions
Legal English – Peter’s Pills – Lesson 29 – AGM vs EGM
Legal English – Peter’s Pills – Lesson 28 – A going concern
Legal English – Peter’s Pills – Lesson 27 – Collocations: Violate, breach, break, disobey and infringe
Legal English – Peter’s Pills – Lesson 26 – Company meeting words
Legal English – Peter’s Pills – Lesson 25 – Mortgagor vs Mortgagee
Legal English – Peter’s Pills – Lesson 24 – Fixed charges vs Floating charges
Legal English – Peter’s Pills – Lesson 23 – Doctrine
Legal English – Peter’s Pills – Lesson 22 – Construe
Legal English – Peter’s Pills – Lesson 21 – Sign vs Execute
Legal English – Peter’s Pills – Lesson 20 – The closing statement
Legal English – Peter’s Pills – Lesson 19 – Writing Business Emails
Legal English – Peter’s Pills – Lesson 18 – Limited companies
Legal English – Peter’s Pills – Lesson 17 – Annual Accounts
Legal English – Peter’s Pills – Lesson 16 – Meetings
Legal English – Peter’s Pills – Lesson 15 – Attorney-at-law vs Attorney-in-fact
Legal English – Peter’s Pills – Lesson 14 – Here and there compounds
Legal English – Peter’s Pills – Lesson 13 – Subject Matter
Legal English – Peter’s Pills – Lesson 12 – The clear days rule
Legal English – Peter’s Pills – Lesson 11 – Shareholder, Member or Holder of shares?
Legal English: Peter’s Pills – Lesson 10 – Competition Law
Legal English: Peter’s Pills – Lesson 9 – Lasting Power of Attorney
Legal English: Peter’s Pills – Lesson 8 – Guardianship
Legal English: Peter’s Pills – Lesson 7 – Damage vs Damages
Legal English: Peter’s Pills – Lesson 6 – Legal Doublets
Legal English: Peter’s Pills – Lesson 5 – Escrow
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