Misrepresentations—excluding and limiting liability for them
Produced in partnership with Charles Spragge of Druces
Misrepresentations—excluding and limiting liability for them

The following Dispute Resolution practice note Produced in partnership with Charles Spragge of Druces provides comprehensive and up to date legal information covering:

  • Misrepresentations—excluding and limiting liability for them
  • What are exclusion clauses and disclaimers for misrepresentation?
  • Misrepresentation Act 1967, s 3 and the UCTA 1977 reasonableness test
  • When does exclusion or limitation of liability for misrepresentation satisfy UCTA 1977, s 11 reasonableness

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:

  1. Misrepresentation—damages as a remedy

  2. 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—interpreting entire agreement clauses.

For guidance on non-reliance clauses in the context of contractual estoppel, see Practice Note: Contractual estoppel.

What are exclusion clauses and disclaimers for misrepresentation?

It is not uncommon (in substantial and complex contracts it is usual) for the parties to agree provisions in their contract that seek to restrict or exclude the rights of one party to bring a claim for misrepresentation. These provisions may appear in the agreement itself or in other documents having contractual effect.

These clauses can be effective to prevent the representee from bringing a successful claim for misrepresentation though they may be subject to the test of reasonableness

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