No other representations or warranties: Overview, definition, and example
What does "no other representations or warranties" mean?
The phrase "no other representations or warranties" is a clause often included in contracts to clarify that the parties involved are not making any additional promises, guarantees, or statements beyond those explicitly stated in the agreement. In other words, it means that the contract is the sole and complete statement of the terms and conditions between the parties, and no other verbal or written assurances exist that would alter or supplement the agreement.
A representation is a statement of fact made by one party to induce the other party to enter into the contract, while a warranty is a promise that certain facts or conditions are true or will remain true. This clause ensures that the agreement only reflects the specific terms and representations included in the contract, protecting the parties from any claims based on alleged statements or assurances not explicitly mentioned in the document.
Why is "no other representations or warranties" important?
This clause is important because it helps limit the liability of the parties involved in the contract. By stating that there are no other representations or warranties, the clause prevents either party from being held accountable for things that were not included in the written agreement. It provides clarity and certainty, making sure that all expectations and obligations are set out in the contract itself, and reducing the potential for misunderstandings or disputes based on alleged off-the-record statements.
For businesses and individuals, this clause serves as a safeguard, ensuring that no extraneous promises or terms outside of the written agreement can be claimed by either party. It also helps protect against legal risks associated with verbal representations or informal discussions that may not have been included in the final contract.
Understanding "no other representations or warranties" through an example
Imagine a company, Company A, is selling its product to Company B. The contract includes a "no other representations or warranties" clause, stating that the only promises made are those specifically listed in the contract (e.g., the product will be delivered by a certain date and meet certain quality standards). If Company B claims that Company A verbally promised additional features or benefits that were not included in the contract, the "no other representations or warranties" clause would prevent Company B from holding Company A accountable for those unrecorded promises.
In another example, a buyer, Buyer A, enters into a purchase agreement for a piece of property. The agreement includes a "no other representations or warranties" clause, meaning the seller, Seller B, is only liable for the terms outlined in the written contract. If Buyer A later claims that Seller B promised certain repairs or improvements that were not in the contract, the "no other representations or warranties" clause would protect Seller B from such claims.
An example of "no other representations or warranties" clause
Here’s how a "no other representations or warranties" clause might appear in a contract:
“The Parties acknowledge and agree that this Agreement constitutes the complete and exclusive understanding between the Parties. Except as specifically set forth in this Agreement, neither Party makes any other representations or warranties, whether written, oral, or implied, regarding the subject matter of this Agreement.”
Conclusion
The "no other representations or warranties" clause is a crucial component of many contracts, as it helps limit the scope of the agreement to what is explicitly stated in the contract. It ensures that neither party can claim that there were other promises or guarantees made outside of the written terms. This clause protects both parties by establishing clear boundaries and reducing the risk of future disputes based on verbal or informal statements not included in the formal agreement.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.