Misrepresentations—excluding and limiting liability for them

Produced in partnership with Jon Chapman of Clarkslegal LLP

Practice notes

Misrepresentations—excluding and limiting liability for them

Produced in partnership with Jon Chapman of Clarkslegal LLP

Practice notes

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:

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Misrepresentation—damages as a remedy
•
Misrepresentation—rescission as a remedy

For 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

Jon Chapman

Senior Consultant, Clarkslegal LLP

Jon is a senior consultant at Clarkslegal LLP. He has experience at senior level in private practice with Clifford Chance, as well as in-house in the energy and media industries. He has extensive experience in Corporate matters, such as mergers and acquisitions and corporate finance, and in Commercial matters, including asset sale and purchase agreements, intellectual property licensing, data protection, contracts for the supply of goods and services and franchising.

Jurisdiction(s):

United Kingdom

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