What Does “Represents and Warrants” Mean in a Contract?
Statements of fact that a party asserts to be true, with legal consequences if they turn out to be false.
Detailed Explanation
"Represents and warrants" combines two legal concepts. A representation is a statement of present or past fact. A warranty is a promise that the statement is true. Together, they create strong accountability - if the statement is false, the other party may have claims for both misrepresentation and breach of warranty.
These statements are different from covenants (promises to do something) - they're assertions that something IS true, not promises about future behavior.
Example in a Contract
“Contractor represents and warrants that: (a) Contractor has the right and authority to enter into this Agreement; (b) the Services will be performed in a professional manner; (c) the Deliverables will not infringe any third-party intellectual property rights.”
Why It Matters
False representations and warranties can lead to contract termination, damages, and even fraud claims. Only represent and warrant things you know to be true. If you're unsure, negotiate to add qualifiers like "to Contractor's knowledge."
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