Warranty vs Representation
A representation is a statement of fact made to induce a party to enter a contract, while a warranty is a contractual promise that a state of affairs is true — and the distinction determines the remedy available when the statement turns out to be false.
In plain English
Breach of warranty is a breach of contract, giving rise to damages measured to put the claimant in the position it would have occupied had the warranty been true. A false representation may found a misrepresentation claim, where damages are measured to restore the position before the contract, and which may support rescission. Contracts often state that statements are given "as representations and warranties" to preserve both routes.
Why it matters
The distinction drives real money in M&A and share purchase agreements, where the difference between a damages claim and rescinding the entire transaction is substantial. Entire agreement and non-reliance clauses are commonly used to shut down the misrepresentation route.
Example
"The Seller represents and warrants that the Company has filed all statutory returns due under the Companies Act, 2013 as at the Completion Date." — deliberately drafted to preserve both contractual and misrepresentation remedies.
How LexVio handles it
LexVio distinguishes representation and warranty language during review and flags where one has been given without the other.
LexVio — AI Contract ReviewCommon questions
Why do contracts say "represents and warrants"?
To preserve both remedies. Framing a statement only as a warranty limits the counterparty to a contractual damages claim; adding "represents" keeps a misrepresentation claim, and potentially rescission, available.