Fiducia TogetherWarranty
A contractual promise that something is true. Breach gives damages, not a right to walk away.
Please note: This page explains what a term means. It is general information, not legal, financial, tax or investment advice, and it does not know anything about your business. Before you sign, file or commit to anything, check it with an accountant, a solicitor, or the official guidance we link to.
What it means
A warranty is a statement of fact or promise in a contract. Breach entitles the other party to damages but not, generally, to terminate.
Why it matters
In a share sale the warranties are where the risk sits: the seller warrants the state of the business, and the buyer's remedy for anything untrue is a claim.
What it looks like in practice
A condition is more fundamental than a warranty — breach of a condition allows termination as well as damages. Whether a term is a condition, a warranty or an innominate term matters and is not always obvious from the label.\n\nDisclosure qualifies warranties: a problem disclosed is generally not a claim.
What to watch out for
Giving warranties without a cap and a time limit. And giving them personally rather than through a company.
Where to get proper advice
A commercial solicitor. For a clause you rely on regularly, one properly drafted set is cheaper than one dispute.
Where to read more
Last reviewed 2026-08-28 by Fiducia Together · Next review due 2027-08-28
Please note: This page explains what a term means. It is general information, not legal, financial, tax or investment advice, and it does not know anything about your business. Before you sign, file or commit to anything, check it with an accountant, a solicitor, or the official guidance we link to.