What is the difference between terms and representation

For example the terms may be familiar to corporate lawyers who may see a clause such as:. For this reason there is very often confusion as to how the terms may be differentiated when they are grouped together. However, the difference can be critical as was illustrated in the recent case of: Sycamore Bidco Ltd v Breslin and Dawson []. After purchase, the buyer discovered errors in the sellers accounts which they had relied on when purchasing the business.

The agreement had been subject to a number of express warranties in the share purchase agreement relating to the value of the accounts. However, liability for these warranties had been expressly limited. Sycamore Bidco Ltd sought to argue that these had in fact been false representations which had induced them into the contract liability for these representations was unlimited. Difference between Warranties and Representations.

Express terms include things like pay, hours and holidays. Implied terms include statutory rights, such as the right to equal pay and duties, such as a duty of care. Legal Definition of innocent misrepresentation : a representation that is made in good faith and believed to be true by the one making it but that is in fact false.

In contract law , an offer is a promise in exchange for performance by another party. An offer can be revoked or terminated under certain conditions.

There are also times when an offer can be negotiated to create a counter- offer. Express terms are terms that have been specifically mentioned and agreed by both parties at the time the contract is made. They can either be oral or in writing. Contract Conditions This means that each of the parties is obligated, or required, to perform a duty under the contract. The contract conditions determine the parties' obligations.

A condition is an act or event that affects a party's contractual duty. It is a qualification that is placed on an obligation. Incorporating Terms In order for your Terms and Conditions to be incorporated into a contract , they need to have been agreed at the Formation Point. Usually, you cannot include terms after the Formation Point unless the other party agrees and the contract is thereby amended.

Vitiating factors in a contract are those factors the existence of any of which will cripple or invalidate the contract. Vitiating elements of contract such as mistake, duress, misrepresentation, undue influence and illegality, are determinants of the validity of a contract. What is the difference between a representation and a term? Category: news and politics law.

Quoting from that article: Contract term : "A contractual [ term is] "[a]ny provision forming part of a contract". What is a representation in legal terms?

What are the ingredients of an actionable misrepresentation? What is a mere representation? What does it mean to represent and warrant? While representations and warranties have different meanings and different remedies under law, in the context of a loan agreement, the differences are irrelevant because the consequences of an inaccurate representation or breach of warranty are provided for contractually in the loan agreement.

The seller's representations and warranties tend to be more extensive because they include information about the target company or business and the stock or assets and liabilities being transferred. The representations and warranties allocate risk between the parties and serve as the foundation for an indemnification claim in case of a breach or inaccuracy.

A breach or inaccuracy of a representation or warranty can also provide the other party with a right to terminate or refuse to close the transaction. Maintained Resource Type Glossary.