Representations and warranties: Difference between revisions

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→‎What sort of things does one represent or warrant about?

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 ===What sort of things does one represent or warrant about?===
-Matters of '''fact''' inside relating to the internal workings of ones organisation that are not readily apparent to an outsider looking in, and which have a direct bearing on the enforceability of the contract. For example, that execution of the contract has been properly authorised by any internal procedures — this helps in a little way to give comfort that, if push cames to shove, the could not be set aside as not having been validly entered. This is a fanciful, [[chicken-licken]]ish fear in this day and age, but it is hardly an imposition to make this rep, so just go with it.
+Matters of '''fact''' inside relating to the internal workings of one’s organisation that are not readily apparent to an outsider looking in, and which have a direct bearing on the enforceability of the {{t|contract}}. For example, that execution of the contract has been properly authorised by any internal procedures — this helps in a little way to give comfort that, if push came to shove, the {{t|contract}} could not be set aside as not having been validly entered. Unless you are trading with a municipal authority such as — cue dramatic look gopher — [[Orange County]] or [[Hammersmith and Fulham Council]], this is a fanciful, [[chicken-licken]]ish fear in this day and age, but it is hardly an imposition to make this rep, so just go with it. A representation in this case might give you a leg to stand on if your contract is void for [[ultra vires]] as that [[misrepresentation]], freed from the usual shackles of [[concurrent liability]] since there is, [[Q.E.D.]] no contract, dangles enticingly before you as an open-and-shut action in tort for [[negligent misstatement]].
 Generally speaking matters of '''law''' are ''not'' appropriate for reps or warranties — if you want a legal opinion you should, well, get a [[legal opinion]] — but every rule is made to be broken and there are some practical exceptions: [[reps and warranties]] as to one’s own legal capacity to enter into a contract or the transaction contemplated by it are common and not really objectionable: this is technically a matter of law but is uncommonly specific to your own organisation, and is a legal “fact” which you really should know about and your counterparty can’t really be bagged for not knowing.