Representations and warranties: Difference between revisions

==Overview==

{{representationdescription}}

{{warrantydescription}}

{{future facts}}

Americans seem to have a different, and confused, idea about what a representation is, as ably, though a little tediously, argued by the learned author of {{br|A Manual of Style For the Drafting of Contracts}},<ref>[https://www.adamsdrafting.com/wp/wp-content/uploads/2015/06/Adams-Eliminating-the-Phrase-Represents-and-Warrants-from-Contracts.pdf Here], for those needing a sleeping draught.</ref> believing it to be statement of ''past'' fact in a contract for which a party assumes responsibility, whereas a warranty is an equivalent statement of ''future'' fact. Though apparently attested to by no less august an institution than the American Bar Association<ref>Commentary on the ABA model stock purchase agreement, 2011.</ref> this seems wrong, even in the Land of the Shining Beacon on the Hill, and certainly under [[English law]], as a matter of common sense. [[Warranties]] and [[representations]] both address matters of existing or historical fact; assurances as facts in the future — which, as [[Criswell]] would tell you, are the meaty ones, for the future is where you and I are going to spend the rest of our lives — are called “''[[Promise|promises]]''”.