From what I understand, a "representation" is a statement of fact that underpins e.g., a contract.

My understanding is that a "warranty" is a promise that if something isn't true, it will be "made true" during the course of the warranty's life. E.g. "If your widget doesn't work within the first year of sale, we'll give you another one that works."

Within the above context, I am confused by the dual term "representation and warranty" or "represents and warrants" in a contract. What exactly does it mean? Put another way, how can something be both a statement of fact and a promise? Or does a term that draws on two other terms have a "third" meaning?


What's the difference between a “representation” and a “representation and warranty?”

From Black's Law Dictionary:

A warranty differs from a representation in that a warranty must always be given contemporaneously with, and as part of, the contract; whereas a representation precedes and induces to the contract. [...] [U]pon breach of warranty, the contract remains binding, and damages only are recoverable for the breach; whereas, upon a false representation, the defrauded party may elect to avoid the contract, and recover the entire price paid.

(emphasis added)

how can something be both a statement of fact and a promise?

Representation and warranty pertain to different aspects: awareness toward inducement, and effectiveness.

A representation relates to the quality of entering a contract knowingly, that is, with awareness of something which induced the contract. But something that is true today might not necessarily be true, relevant, or effective in the future. Hence, the warranty pursues the effectiveness of what "is or shall be as it is stated or promised to be".

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