Glossary
Warranty vs representation
A warrantyA warranty is a promise that something is true, such as “this work is original” or “we have the right to grant this licence.”More in the glossary is a contractual promise. If it is false, the remedy is damages for breach. A representation is a statement that induced the contract; if it is false, the misrepresentationA 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.More in the glossary Act 1967 can give damages or rescission. The same sentence can be both. An entire agreement clauseAn entire agreement clause says the signed contract is the whole deal and replaces earlier emails, proposals, pitch decks and conversations. In England and Wales it stops those earlier words becoming extra terms. It does not, by itself, give a licence to mislead: claims in fraud still sit outside it, and non-reliance wording is read against the Misrepresentation Act 1967.More in the glossary often tries to strip representations — it does not always succeed.
Last updated 28 October 2026
Freelancers meet this in the “supplier warrants that the work is original” line and in the pitch deck that said “we have done twenty Shopify builds.” The first is a warranty if it sits in the signed paper. The second is a representation if it induced the deal. Hong Kong Fir Shipping [1962] 2 QB 26 is about the size of the term, not this split; do not confuse innominate terms with representations.
We put warranties in the signed clauses and keep the pitch out of the bargain with an entire agreement clause. Lex will not hide a fact that matters — ownership of the brand, right to use the photos — in a side email. If a statement induced the price, write it as a warranty so the remedy is clear.
What is the difference in remedy?
Breach of warranty sounds in contract damages, inside the liability cap unless you say otherwise. Misrepresentation can unwind the deal (rescission) and give damages under the Misrepresentation Act 1967 s.2, which is a different measure. Fraudulent misrepresentation is not something an entire-agreement clause can polish away.
Does an entire agreement clause block a representation claim?
It tries to. Many clauses say no reliance on pre-contract statements. Courts still look at the facts. A specific written warranty in the paper is not stripped. A fraudulent statement is not stripped. See entire agreement clause and the Misrepresentation Act 1967.
Should we label statements as warranties?
Yes, if you want the contract measure and no rescission. “The Supplier warrants that…” is the usual form. If the client wants a right to walk away if a fact is wrong, that is closer to a condition or to a representation. Do not label a sentence both “warranty and representation” unless you mean both remedies.
Can one sentence be both?
Yes. A statement in the paper can be a term and a representation. The claimant then chooses the better remedy. If you want only contract damages, say the statement is a warranty only and that the other side has not relied on any representation except those set out as warranties.
A worked example
A studio’s pitch says “we hold the licence to the typeface.” The signed contract warrants that the deliverables will not infringe third-party IP. The typeface was never licensed. The client can sue on the warranty for the cost of a proper licence, inside the cap. They may also have a misrepresentation claim on the pitch if they relied on it. The studio should have written the warranty and checked the licence before the call.
How it shows up in a contract
Sample wording · our own drafting
Each statement set out in this clause is a warranty only, not a representation. The Client acknowledges that it has not relied on any representation except the warranties in this agreement. Nothing in this clause limits liability for fraud. A breach of warranty is a breach of this agreement and is subject to the liability cap.
In Plain English
The promises in this clause are contract terms, not pre-contract sales talk. You are not relying on anything else. Fraud is still on the table. If a warranty is wrong, that is a breach, and the cap applies.
Common mistakes
- Calling every sentence a “warranty and representation” and accidentally opening a rescission route.
- Assuming an entire agreement clause kills a fraudulent pitch.
- Leaving a fact that matters — ownership, licenceA licence is permission to use work in an agreed way, without taking ownership away from the person who made it.More in the glossary, headcount — only in a deck and not in the paper.
- Forgetting that a false recital of fact can still be a representation.
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
Sources
- Misrepresentation Act 1967, s.2(1)Checked 28 October 2026Pending lawyer review
Frequently asked questions
What is the difference between a warranty and a representation?
A warranty is a term of the contract; the remedy is damages for breach. A representation induced the contract; the remedy can be damages or rescission under the Misrepresentation Act 1967.
Does an entire agreement clause block a representation claim?
It tries to, for innocent and negligent statements. It does not save a fraud. A warranty written into the paper still stands. See /glossary/entire-agreement-clause.
Should we label statements as warranties?
Yes, if you want a contract-damages remedy and no rescission. “The Supplier warrants that…” is the usual form.
Can one sentence be both?
Yes. The claimant then chooses the better remedy. If you want only contract damages, say the statement is a warranty only.
Related
Related clauses and templates
The legal wording governsLast reviewed 28 October 2026Pending lawyer review