Template:Rep no violation: Difference between revisions
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No, it doesn’t make any sense to add this agreement, nor to have a separate continuing [[warranty]] that you have not [[Breach of contract|breached this agreement]]. That is tantamount to a {{repprov|no event of default}} rep — so you should already have it — and as canvassed in that very article, that [[representation]] is, in any case, a big old waste of time. If I ''tell'' you I have not breached the agreement, but in actual fact, I ''have'', in what way are you in a better position than if I ''didn't'' tell you that? | No, it doesn’t make any sense to add this agreement, nor to have a separate continuing [[warranty]] that you have not [[Breach of contract|breached this agreement]]. That is tantamount to a {{repprov|no event of default}} rep — so you should already have it — and as canvassed in that very article, that [[representation]] is, in any case, a big old waste of time. If I ''tell'' you I have not breached the agreement, but in actual fact, I ''have'', in what way are you in a better position than if I ''didn't'' tell you that? | ||
There is an argument that a representation as to the outright legality of your action is useful, though [[implied term]]s should help you here. For it is surely necessary for the [[business efficacy]] of a contract that a counterparty is able, in compliance with the laws of the land, to perform those tasks it has promised to. It is an implied term, that is to say. It goes without saying. There are so many grounds for this that I really shouldn’t have to justify this, but any other outcome must be some kind of puncture of the hermeneutic beach ball in which we all play our commercial games. | |||
Revision as of 16:35, 28 August 2020
No, it doesn’t make any sense to add this agreement, nor to have a separate continuing warranty that you have not breached this agreement. That is tantamount to a no event of default rep — so you should already have it — and as canvassed in that very article, that representation is, in any case, a big old waste of time. If I tell you I have not breached the agreement, but in actual fact, I have, in what way are you in a better position than if I didn't tell you that?
There is an argument that a representation as to the outright legality of your action is useful, though implied terms should help you here. For it is surely necessary for the business efficacy of a contract that a counterparty is able, in compliance with the laws of the land, to perform those tasks it has promised to. It is an implied term, that is to say. It goes without saying. There are so many grounds for this that I really shouldn’t have to justify this, but any other outcome must be some kind of puncture of the hermeneutic beach ball in which we all play our commercial games.