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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...
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W&I insurance claims in private M&A: notification, conduct, negotiation and settlement, insurer and MGA handling, market statistics, and lessons from Finsbury Food v Axis
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Practice notes
warranty and indemnity (W&I) insurance—claims
Warranty and Indemnity (W&I) insurance is a well‑established means of transferring risk in private M&A deals. For more on the nature and application of W&I insurance, see Practice Note: Warranty and indemnity (W&I) insurance in M&A transactions. Transaction parties frequently concentrate on executing the deal and arranging the W&I policy, yet pay insufficient attention to what is arguably the most crucial feature of any insurance product: the claims process. This Practice Note sets out the key elements of the W&I claims pathway, from decoding the relevant contractual terms in the policy to final settlement.
W&I insurance policy wording claims clauses
Claims provisions in W&I policies are generally divided into two main groups:
- notification
- conduct
W&I insurance—claims notification
If there is any uncertainty about when to notify or what a notification should contain, insured beneficiaries (insureds) and their legal advisers should promptly speak to the broker who arranged the placement, as they can provide guidance on these issues. A typical notification clause might be expressed along the following lines (where policy definitions would have appeared in the original, these are paraphrased in brackets)...
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Web page updated on 22/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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