Misrepresentation: Excluding or Limiting Liability via Non-reliance and Basis Clauses and Remedy Limits; UCTA 1977 s 11 Reasonableness and MA 1967 s 3

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Practice notes

This Practice Note explains the circumstances and methods by which parties may seek to limit or exclude liability for misrepresentation, by invoking section 3 of the Misrepresentation Act 1967 (MA 1967) together with the section 11 reasonableness test under the Unfair Contract Terms Act 1977 (UCTA 1977). Note: from 1 October 2015, UCTA 1977 applies only to business-to-business contracts; for consumer contracts, see sections 61–76 of the Consumer Rights Act 2015 (CRA 2015).

For guidance on rescission and damages arising from misrepresentation, see:

Misrepresentation—damages as a remedy
Misrepresentation—rescission as a remedy

For related matters, including:

Entire agreement clauses and their role in limiting or excluding liability for misrepresentation—see Practice Note: Contract interpretation—entire agreement clauses
Non-reliance clauses used to exclude or limit liability for misrepresentation and the notion of ‘contractual estoppel’—see Practice Note: Contractual estoppel

What are exclusion clauses for misrepresentation?

In substantial and complex agreements, it is common for the parties to include terms designed to curtail or exclude a party’s ability to bring a claim for misrepresentation...

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Jon Chapman

Clarkslegal LLP

Jon is a senior consultant at Clarkslegal LLP. He has experience at senior level in private practice with Clifford Chance, as well as in-house in the energy and media industries. He has extensive experience in Corporate matters, such as mergers and acquisitions and corporate finance, and in Commercial matters, including asset sale and purchase agreements, intellectual property licensing, data protection, contracts for the supply of goods and services and franchising....

Web page updated on 21/05/2026

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