Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Warranty definition

What does Warranty mean? A warranty is a contractual promise that specified facts are true or that goods or services will meet stated standards. Lawyers use warranties to allocate risk and support due diligence, commonly in sale of goods, supply, real estate and M&A/share purchase agreements. In sale of goods law, “warranty” is defined by statute: Sale of Goods Act 1979 (England & Wales, Scotland and Northern Ireland) and the Sale of Goods Act 1893 as amended by the 1980 Act (Ireland) treat a warranty as a stipulation collateral to the contract’s main purpose. Breach of warranty gives a right to damages but not to...

Breach of Warranty in Share Purchase Agreements (England and Wales): Notice, Time Bars, Service, Investigation, Indemnities, Fraud, ADR and Damages—A Practical Guide

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Practice notes

This Practice Note examines how to pursue a breach of warranty claim where warranties are given in a share sale and purchase agreement (SPA), also referred to as a share sale agreement. For these purposes, we speak throughout about claims under an SPA, although the same broad considerations can be applied to a warranty claim arising from an asset purchase agreement (APA). It draws out some of the most typical features of such claims, but it is not a replacement for carefully reviewing the contractual documents relevant to your dispute. For an outline of the steps to take, see: Starting a breach of warranty claim—checklist. Diligent analysis of the contract remains essential before progressing any claim further.

What is a breach of warranty claim?

A warranty is a contractual statement or assurance made by a seller to a buyer that a particular state of affairs exists at a specified point in time. As Andrew Baker QC explained in Idemitsu v Sumitomo, a claim arising from a share sale and purchase agreement proceeds on the basis that when a seller, by the contract under which he sells, warrants something about the subject matter sold, he is giving a contractual promise—nothing less...

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Web page updated on 21/05/2026

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