Glossary

Misrepresentation

A misrepresentation is a false statement of fact that induces the contract. In England and Wales the remedies are rescission and damages. Under the Misrepresentation Act 1967 s.2(1), damages are assessed as if the statement were fraudulent unless the representor proves they reasonably believed it was true.

Last updated 28 October 2026

Opinions, future promises and silence are usually not misrepresentations, unless the opinion implied facts, the promise was never intended, or a half-truth made silence misleading. An entire agreement clause tries to keep pre-contract talk from becoming terms; it does not excuse fraud, and non-reliance wording is still read against s.3 of the 1967 Act. Put the facts you stand behind in a warranty.

We would rather a pitch matched the statement of work you then both sign. Lex drafts from one sentence into a shared contract, so the deliverables sit on the page instead of in a deck. If a claim later appears, the executed version is the record, not a remembered slide.

What counts as a misrepresentation?

A false statement of existing fact that induced the other party to contract. “The site currently does 1.2 seconds to first paint” is a fact. “We think this will feel premium” is an opinion. A promise about future work is a warranty or a term if it is in the contract, not a misrepresentation of a present fact.

What does the Misrepresentation Act 1967 change?

Section 2(1) is the practical engine: once a misrepresentation is shown, damages are assessed as if it were fraudulent unless the representor proves reasonable ground and actual belief. That reverses the usual burden on the honest-but-careless pitch. Section 2(2) gives the court a discretion to award damages in lieu of rescission for non-fraudulent misrepresentation.

Can an entire agreement clause stop a misrepresentation claim?

It can stop a pre-contract statement being treated as a term. It is weaker against a claim that the statement induced the contract. Non-reliance wording is a clause that attempts to exclude liability for misrepresentation, so s.3 and reasonableness apply. Fraud cannot be excluded.

What should we do if a pitch oversold the work?

Before signature, put the real scope in the SOW and strike the overclaim. After signature, look at the warranties, the spec, and whether a false fact induced the deal. Rescission unwinds; damages compensate. A small extra round is often a revision limit conversation, not a 1967 Act claim.

A worked example

A studio’s deck says “we have a three-year retainer with Bank X.” They do not. The client signs a services agreement after that pitch. The entire-agreement clause keeps the deck from being a term, but the false fact is still a misrepresentation. The studio’s better path, which they take on the next job, is to keep case studies accurate and put only warranted facts in the contract.

How it shows up in a contract

Sample wording · our own drafting

Each party acknowledges it has not relied on any statement not set out in this agreement. This clause does not apply to fraud. Liability for misrepresentation, to the extent it can be limited, sits inside the liability cap and is subject to the Misrepresentation Act 1967 s.3.

In Plain English

Each side is signing the words on this page, not a remembered pitch. Fraud is not excused. If a misrepresentation claim is still available, it counts towards the cap, and the 1967 Act still polices this line.

Common mistakes

  • Repeating a case study in a pitch that is no longer true, then relying on entire agreement to save it.
  • Trying to exclude fraud. You cannot.
  • Treating a missed delivery as misrepresentation when it is a breach of contract of an express term.
  • Leaving the real spec in a deck and out of the statement of work.

What the legislation says

  • Where a person has entered into a contract after a misrepresentation made to them by another party and has suffered loss, then if the representor would be liable to damages had the misrepresentation been made fraudulently, they are so liable unless they prove they had reasonable ground to believe and did believe up to the time the contract was made that the facts represented were true.

    Source: Misrepresentation Act 1967, s.2(1)Checked 28 October 2026Pending lawyer review

  • A person who is not a party can enforce a term if the contract expressly says so, or if the term purports to confer a benefit on them, unless the contract shows the parties did not intend that. Contracts commonly exclude this right.

    Source: Contracts (Rights of Third Parties) Act 1999, s.1Checked 7 October 2026Pending lawyer review

Sources

Frequently asked questions

What is misrepresentation?

A false statement of fact that induces the contract. Remedies are rescission and damages. The Misrepresentation Act 1967 s.2(1) is the practical damages route for non-fraudulent statements.

Does an entire agreement clause kill the claim?

It can stop a pitch becoming a term. It does not exclude fraud, and non-reliance wording is policed by s.3. See /glossary/entire-agreement-clause.

Is a future promise a misrepresentation?

Usually not. A promise about future work is a term or a warranty if it is in the contract. Misrepresentation is about present or past fact.

What should we put in the contract instead of a pitch?

The facts you stand behind, as warranties, and the spec in a statement of work. See /glossary/warranty and /templates/statement-of-work.

Related

The legal wording governsLast reviewed 28 October 2026Pending lawyer review