In a contractual situation, the first party to a contract may require that second party state or recite certain facts, which that second party has asserted to the first party and which were key factors in persuading the first party to enter into the contract; these statements are called representations and are often found in a preamble to the contract (often preceded by the word “whereas.”) Sometimes there will be a specific “representations” clause or section, which will usually state that the representations therein are the sole representations and no further are made or implied by either party.

If a representation in a contract can be shown to be false the party to whom the representation was made may use the false statement as a basis for seeking damages or rescission (cancelling) of the contract. See Warranty, Indemnity.

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