Allocating risk
Warranties and representations
Most lawyers know warranties and representations are different. Fewer know how much rides on the distinction: in one acquisition it was the difference between a few million and the entire purchase price. How you label and draft these assurances - and whether UCTA even applies - decides what you can actually recover when a statement turns out to be untrue.
Pillar guide
Warranties and representations: how drafting decides recovery.
Most lawyers know warranties and representations are different. Fewer know how much rides on the distinction: in one acquisition it was the difference between a few million and the entire purchase price. How you label and draft these assurances - and whether UCTA even applies - decides what you can actually recover when a statement turns out to be untrue.
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All warranties and representations guides.
Start with the main guide or open the specific clause question you need.
Why the warranty/representation distinction can cost millions, how warranty damages are measured, and when UCTA does not protect you.
Warranty vs representationWhy a warranty is not automatically a representation, what Sycamore Bidco decided, and how to draft dual liability.
Breach of warranty damagesHow warranty damages are measured, why risks at completion count even if they never materialise, and how they differ from misrepresentation.
Entire agreement and non-reliance clausesHow these clauses exclude pre-contractual representations, why they must pass UCTA reasonableness, and why fraud is always carved out.
Does UCTA apply? Section 27Why an English-law clause does not guarantee UCTA protection, and how section 27 switches it off for international contracts.
Drafting warranties and representationsHow to draft warranties only, dual liability, and entire-agreement clauses that hold, plus a pre-signature checklist.
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Know the rule. Then inspect what changed in the document.
Watch Claude compare negotiation drafts and create a separate Word document with proposed tracked changes.