Non-Reliance Statement in Sale and Purchase Agreements

A non-reliance statement is a provision that is often included in a sale and purchase agreement in English law for the purpose of limiting the liability of one or both parties for any misrepresentations that may have been made in connection with the agreement.

A non-reliance statement typically states that the parties are not relying on any representations or statements made by the other party (or any third party) in entering into the agreement, and that they have made their own independent investigation and evaluation of the subject matter of the agreement.

By including a non-reliance statement, the parties aim to protect themselves from any potential claims for damages that may arise if it is later discovered that a representation or statement made during the negotiation of the agreement was false or misleading.

A non-reliance statement may not be effective in all circumstances, and may not protect a party from liability for fraudulent misrepresentation.

Fraudulent misrepresentation is a type of misrepresentation that is made with the intention to deceive or mislead the other party, and is actionable under English law.

A non-reliance statement may not be effective to exclude liability for misrepresentation if the misrepresentation was made by a third party who is not a party to the agreement.

A non-reliance statement will not typically be effective to exclude liability for any terms that are implied by law, such as certain consumer protection laws or statutory rights.