Representations and warranties: not the same thing
One induces the deal; the other promises a state of affairs. The remedies differ.
Esshaki Legal Media TeamCurrent as of December 2025
The phrase is used as one, and the two words carry different consequences.
A representation is a statement of existing fact made to induce the other
party to contract. A false one can support a misrepresentation claim, which
sounds in tort, may allow rescission, and can reach beyond the contract’s
limitation clauses.
A warranty is a contractual promise that a state of affairs is or will be
true. Breach gives a contract claim for damages measured by the difference
between the promised and actual position.
Practical consequences:
Reliance. A misrepresentation claim generally requires reliance; a warranty
claim generally does not. That matters when a buyer discovers a problem during
diligence and closes anyway.
Knowledge qualifiers. “To the seller’s knowledge” narrows a statement
considerably, and whose knowledge counts — and whether inquiry is required —
should be defined.
Survival. Warranties typically survive closing for a stated period; after it
they cannot be claimed on. Fraud is usually carved out of every limitation.
Materiality and baskets. Thresholds below which no claim may be brought, and
whether they are deductible or first-dollar once crossed.