Warranties And Representations - A Reminder

In its recent decision in Sycamore Bidco Ltd v Breslin¹ the High Court considered whether warranties in a share purchase agreement may also form the basis of an action for misrepresentation, even if they are not expressly stated to be representations.

Why does it matter? Representations versus warranties

In short, a breach of warranty gives rise to a different remedy than a misrepresentation.

A representation is a statement of fact or opinion which is usually made before any contract is entered into. If the representation turns out to be false and the buyer relies upon the representation, the buyer may have a claim for misrepresentation. As a result the contract may be voidable and the party who was misled into making the contract can set it aside and be restored to its pre-contractual position.