Authors: Marika Eastwick-Field, David Raudkivi
Published: 17 March 2021
Pages: 31

Introduction

In this seminar we discuss post-closing claims under sale and purchase agreements, focusing in particular on claims for breach of representations and warranties.
We outline the purpose of representations and warranties and some of their common features, and strategies for limiting liability through qualifications against disclosure materials and negotiated limits on liability. We also discuss warranty and indemnity insurance and its benefits, as well as potential traps and pitfalls for negotiating parties.
In terms of claims, we undertake a survey of some of the more recent (and interesting) developments through the courts, focusing on questions of breach, causation, loss and some of the procedural considerations relevant to bringing a claim.
This seminar is an update of a seminar on the same topic presented in March 2019.

Content outline

• Representations and warranties
• Management and allocation of risk and liability
• Warranty and indemnity insurance
• Developments in recent case law
• Conclusion