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United Kingdom warranties and representationsshare purchase agreementsmisrepresentation

Sycamore Bidco Ltd v Breslin

[2012] EWHC 3443 (Ch)
JurisdictionUnited Kingdom
CourtHigh Court of Justice (Chancery Division)
Year2012
StatusPersuasive authority

Key Principle

Whether a statement in a share purchase agreement is a contractual warranty only, or also a representation capable of founding a misrepresentation claim, turns on the parties' objective intention as shown by the drafting; terms expressly labelled and structured as 'warranties' will generally be warranties only and not representations.

Area of Law

General

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