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Misrepresentation—what it is and similar claims

This Practice Note describes what an actionable misrepresentation is and the key ingredients required for bringing a claim for misrepresentation, the role of the Misrepresentation Act 1967 (MA 1967) and provides a comparison with other similar claims. For related guidance on the key elements required to establish a claim for misrepresentation, see Practice Notes:•Misrepresentation—what statements will establish a claim?•Misrepresentation—what is inducement?•Misrepresentation—falsity (fraudulent, innocent or negligent misrepresentation)For a summary of the practical considerations in misrepresentation claims contrasted with negligent misstatement claims, see Practice Note: Claiming negligent misrepresentation or negligent misstatement—practical considerations.What is a claim for misrepresentation?A claim for misrepresentation arises where one party to a contract (the representor) made an untrue statement that induced the other party (the representee) to enter into the contract.A claim may be made where the representation is made by one contracting party's agent or even, in limited circumstances, where it is made by a third party, see Practice Note: Who can be a party to a claim for misrepresentation?Where there has been a misrepresentation, the representee...

Misrepresentations—excluding and limiting liability for them

This Practice Note sets out when and how parties can seek to limit or exclude liability for misrepresentations by reference to section 3 of the Misrepresentation Act 1967 (MA 1967) and the reasonableness test under section 11 of the Unfair Contract Terms Act 1977 (UCTA 1977).Note: as from 1 October 2015, UCTA 1977 applies only in respect of business-to-business contracts; for consumer contracts, see instead sections 61–76 of the Consumer Rights Act 2015 (CRA 2015).For guidance on when a party may rescind a contract or recover damages for a misrepresentation, see Practice Notes:•Misrepresentation—damages as a remedy•Misrepresentation—rescission as a remedyFor guidance on entire agreement clauses and their use in limiting or excluding liability for misrepresentation, see Practice Note: Contract interpretation—entire agreement clauses.For guidance on non-reliance clauses to exclude or limit liability for misrepresentation and the concept of ‘contractual estoppel’, see Practice Note: Contractual estoppel.What are exclusion clauses for misrepresentation?It is not uncommon (in substantial and complex contracts it is usual) for the parties to agree provisions in their contract that seek...

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Consultancy agreement—company and individual—pro-client (short form)

Consultancy agreement—company and individual—pro-client (short form) [ON HEADED NOTEPAPER OF CLIENT COMPANY] [Insert consultant’s name] [Insert consultant’s address] [Insert date] Dear [insert consultant’s name] [ Consultancy agreement OR Insert name of project ] Further to our recent discussions, I am pleased to confirm the terms of our agreement regarding the provision of your consultancy services to [insert name of client company] (Company). 1 Term 1.1 [Subject to the terms set out in this letter, your engagement [will commence OR commenced] on [insert date] and will continue unless or until either party gives to the other not less than [insert number] [weeks’ OR months’] prior notice in writing. OR 1.2 Your engagement will be for a fixed period of [insert number] months from [insert date], subject to the terms of this letter and subject to the right of either the Company or you to give to the other not less than [number] [weeks’ OR months’] notice in writing during such fixed period terminating the...

Distribution agreement—non-exclusive—short form

Distribution agreement—non-exclusive—short form This Agreement is made on [date] Parties 1 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Manufacturer); and 2 [insert name of party] [of OR a company incorporated in England and Wales under number [insert registered number] whose registered office is at] [insert address] (Distributor); each of the Manufacturer and the Distributor being a party and together they are the parties. Background (A) The Manufacturer manufactures [and supplies] the Products. (B) The Distributor has agreed to distribute the Products on a non-exclusive basis in the Territory in accordance with the provisions of this Agreement. The parties agree: 1 Definitions 1.1 In this Agreement: Active Sales • has the meaning given in Article 8(7) of VABEO; Affiliate • means any entity that directly or indirectly controls, is controlled by, or is in under common control with, another entity where “control” means the beneficial ownership of...

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In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract?

In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract? In commercial transactions it is frequently the case that an ‘entire agreement’ clause will be inserted into the contract with the purpose of seeking to exclude any liability in respect of matters arising outside of the terms of the contract. This will include representations that have been made with regard to the contract which are in fact inadvertent misrepresentations. An effective entire agreement clause therefore prevents the rescission of the contract or a claim for damages on the basis of a non-fraudulent misrepresentation. The standard contractual terms for commercial property sales include a clause of this type and such clauses are also standard in residential property sales. Similarly, exclusion clauses can be included, and are included as standard, in respect of liability for misrepresentation. It is essential that such clauses are carefully drafted, as a poorly drafted clause will not necessarily protect against pre-contractual representations. If this is intended,...

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Corporate Crime weekly highlights—17 April 2025

This week's edition of Corporate Crime weekly highlights includes analysis of the first UK convictions and sentences for breaches of Russian sanctions and of the recently enacted Water (Special Measures) Act 2025 and how it significantly strengthens regulation of the water industry in England and Wales. Also included is news of a UK insurance company charged with failure to prevent bribery in a prosecution brought by the SFO, of the publication of OFSI’s threat assessment report on financial sanctions in the property sector, of corporate manslaughter charges brought against the parent company of a holiday park and of the UK's first INTERPOL Silver Notice issued to trace and recover a fraudster's global assets. All this, and more, in this week’s Corporate Crime highlights.

Arbitration weekly highlights—17 April 2025

This week's edition of Arbitration weekly highlights includes: coverage of arbitration-related decisions from England, France, the USA, Australia and the PCA; updates from UNCTAD, VIAC, SCC Arbitration Institute, SCIA, DIAC, updated guidance from the Courts and Tribunals Judiciary on the use of AI and other AI related developments. All this, and more, in our weekly highlights.