Are All Warranties Created The Same?

In Eurocopy plc v Teesdale [1992] BCLC 1067, the Court of Appeal suggested that actual knowledge, derived from sources outside of a disclosure letter, could undermine a claim for breach of warranty in a share purchase agreement despite any express provision to the contrary. Consequently, it is considered best practice for a share purchase agreement (or any other acquisition agreement) to set out clearly the agreed position and the extent to which a buyer's knowledge should qualify any warranties.

But does this apply to any other commercial contracts?

Given the principles that gave rise to an arguable defence in Eurocopy plc v Teesdale [1992] BCLC 1067 were of interpretation, causation and damages, in our opinion, these apply equally to any commercial contract that contains warranties.