Q&As

In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract?

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Produced in partnership with Chris Bryden of 4 King’s Bench Walk
Published on LexisPSL on 12/03/2018

The following Property Q&A produced in partnership with Chris Bryden of 4 King’s Bench Walk provides comprehensive and up to date legal information covering:

  • In property sale contracts, is it possible to exclude liability for inadvertent misrepresentation in replies to enquires before contract?

In commercial transactions it is frequently the case that an ‘entire agreement’ clause will be inserted into the contract with the purpose of seeking to exclude any liability in respect of matters arising outside of the terms of the contract. This will include representations that have been made with regard to the contract which are in fact inadvertent misrepresentations. An effective entire agreement clause therefore prevents the rescission of the contract or a claim for damages on the basis of a non-fraudulent misrepresentation. The standard contractual terms for commercial property sales include a clause of this type and such clauses are also standard in residential property sales. Similarly, exclusion clauses can be included, and are included as standard, in respect of liability for misrepresentation.

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