Warranties, Indemnities, Guarantees, Representations Entire Agreement Clauses & Distinctions

Transcription

1 Warranties, Indemnities, Guarantees, Representations Entire Agreement Clauses & Distinctions This course can also be presented in-house for your company or via live on-line webinar The Banking and Corporate Finance Training Specialist

2 Course Content Introduction Definitions Contrast Distinguishing warranties and indemnities Does a guarantee vary the agreement Recent cases Letter of Comfort v Guarantee Course Overview Warranties Allocating risk Difference between a Warranty and an Indemnity Providing a warranty Key pointers Third parties Security Remedies for breach Damages for breach of warranty Indemnities Definition examples 6 types of indemnity clauses Indemnity or warranty Indemnity or guarantee Guarantors consent to alterations Hold Harmless Drafting indemnities Your giving Your receiving Duration of liability Key cases - Tullow v Heritage [2014] Contra proferentum Extending indemnities Guarantees Fundamental elements including Golden Ocean v Salgaocar Mining [2012] Pointers for drafting Drafting pitfalls Guarantor s rights Distinction between performance bonds and guarantees All monies guarantee Anti discharge provisions Guarantee or Indemnity Associated Ports v Ferryways [2009] Representations Differences between Representations and Warranties Innocent misrepresentation Negligent misrepresentation Negligent misstatement Fraudulent misrepresentation Fraudulent misstatement (tort of deceit) Misrepresentation Claims

3 Entire Agreement Clause Key elements Rectification Court s approach Surgicraft v Parardigm [2010] Practical considerations Pointers for Sellers Pointers for purchasers Warranty Claims Key Cases Scope and nature of the warranty Betfairs v Sutherland Full and fair disclosure Levison v Farin Daniel reeds Infinite land v Artisan Sycamore Bidco v Breslin Prior knowledge Eurocopy Pointers for buyers Pointers for sellers Clinic & Questions Course Overview This programme is focussed on lawyers and non-lawyers alike, any practitioner in business transactions, whether in commerce or finance, both from the UK and abroad. Participants will look at distinctions between each, their different use and interpretations between jurisdictions. Where overlap and confusion may creep into transactions and expected outcome. They are used in commercial, infrastructure, IT, construction, property, M & A, joint venture and other transactions. In addition they are symbiotic with due diligence in its many forms whether buying a business, share or asset purchase. They are routes to minimising the risk in a transaction. Each type manages risk at different levels and the course will assist you in which to select to protect you or your clients interests. Increasingly they have all become the subject of claims and therefore court cases. The course will look at key cases and the impact for lawyers and non-lawyers for negotiations, drafting and transactions. The course will look at key cases as to the scope of a warranty, Betfairs v Sutherland, what is meant by full and fair disclosure Levison, Daniel Reeds, New Hearts and Infiniteland v Artisan,, prior knowledge Eurocopy, warranties v representations and a damages Sycamore v Bidco. During the course participants will look at case studies, sample clauses and receive checklists to assist them with dealing with joint ventures a following the course

4 Redcliffe has provided in-house training for the following companies:

5 Tailored Learning All of our training courses can be tailored to suit your company s exact training needs. We will work closely with you to help develop a training programme with content that is unique for your organisation. Please us on enquiries@redcliffetraining.co.uk for more information E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements. enquiries@redcliffetraining.co.uk +44 (0)