Acknowledgement: Difference between revisions
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{{ | {{a|rep|}}An [[acknowledgement]] is a [[representation]] from the point of view of someone who doesn’t believe his counterpart is listening. | ||
But here is the funny thing. A [[representation]], as as every student of the law knows, is a [[pre-contractual statement]] in reliance upon which a merchant enters the [[contract]]. It is not a ''term'' of the [[contract]] — that would be a [[warranty]]. | |||
A [[representation]] relies on the representor having heard it and relied on it ''before'' entering into the contract. A [[warranty]] is coded into the contract. By coding the representee’s [[acknowledgement]] into the act of signing the contract — its [[acceptance]] of it — you convert a pre-contractual skirmish into a fully fledged [[warranty]]. | |||
''And what is so bad about that?'' you might ask. Nothing — verily, given the likelihood these days of any legal action flowing from a civil<ref>As in, “not criminal”, and not just “polite, and having due regard to prevailing etiquette”.</ref> interaction, civil or otherwise, really, nothing — but purists might like to consider that the remedies for [[breach of representation|breach of a pre-contractual representation]] — namely, ''avoiding'' the [[contract]]; putting the parties back in the position they were in before this whole ghastly business started — are quite different from those for a [[breach of contract]] — where a misbehaving merchant must put his innocent counterpart in the position the latter would have been in had the contract been performed properly all along. | |||
{{sa}} | |||
*[[Representations and Warranties Anatomy]] | |||
{{ref}} | |||
Latest revision as of 13:29, 14 August 2024
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Representations and Warranties Anatomy™
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An acknowledgement is a representation from the point of view of someone who doesn’t believe his counterpart is listening.
But here is the funny thing. A representation, as as every student of the law knows, is a pre-contractual statement in reliance upon which a merchant enters the contract. It is not a term of the contract — that would be a warranty.
A representation relies on the representor having heard it and relied on it before entering into the contract. A warranty is coded into the contract. By coding the representee’s acknowledgement into the act of signing the contract — its acceptance of it — you convert a pre-contractual skirmish into a fully fledged warranty.
And what is so bad about that? you might ask. Nothing — verily, given the likelihood these days of any legal action flowing from a civil[1] interaction, civil or otherwise, really, nothing — but purists might like to consider that the remedies for breach of a pre-contractual representation — namely, avoiding the contract; putting the parties back in the position they were in before this whole ghastly business started — are quite different from those for a breach of contract — where a misbehaving merchant must put his innocent counterpart in the position the latter would have been in had the contract been performed properly all along.
See also
References
- ↑ As in, “not criminal”, and not just “polite, and having due regard to prevailing etiquette”.