You warrant that you’re bound by this contract

You warrant that you’re bound by this contract

Found in some Ning terms:

You represent that you are of legal age to form legally binding contracts and are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Application Developer Terms.

These sort of terms always annoy me.  As a matter of fact, either the person is able to be bound by the contract – in which case the warranty is redundant – or they’re not  –  in which case the contract, and therefore the warranty, is not enforceable.

What is the point of including a clause like this???


6 Responses to “You warrant that you’re bound by this contract”

  1. 1 thenakedlistener 5 March 2010 at 4:59 pm

    A clause like this is important because it is a step towards avoidance of misrepresentation. These clauses are actually sensible and essential components of a properly drawn-up agreement. Some other clauses and even entire pieces of legislation are more worthy of your annoyance than this. Be annoyed at other legal stupidness than this. Cheers from Hong Kong, Robert.

  2. 2 thenakedlistener 5 March 2010 at 5:01 pm

    And, yes, I’ve walked into “that one” by firing off my mouth before realising you’re a lawyer. And you’re one up on me, too, because I’m not a practising one. Great apologies if I sounded like talking down on you. Cheers and the best, Robert L.

  3. 3 anon 22 March 2010 at 10:02 pm

    Could damages for breach of warranty of authority be a reason?
    another no-lawyer ;-)

  4. 4 brendanscott 23 March 2010 at 7:26 am

    but you aren’t liable for damages unless you’re in breach and you can’t be in breach of a warranty if you’re not bound by it and if you are not old enough to be bound by it…

    They may have some non-legal scare value – but even then. Would a 12 year old not click through the Ning terms because this was here?

  5. 5 anon 23 March 2010 at 7:47 am

    Well you did ask “What is the point of including a clause _like_ this???”

    I take your point about the age warranty but what if the warranty was the more typical form of “you warrant that that you are duly authorised by to execute this agreement then I guess the damage would not be for breach of contract but would be a personal liability accruing to the person. eg

  6. 6 brendanscott 23 March 2010 at 11:05 am

    Things of the form x warrants they can sign on behalf of y – well I’m not as annoyed by these. They are probably not totally lacking in effect although they are still a little annoying:
    – partly because you probably still have rights in the absence of an express waranty;
    – partly because if there’s any doubt as to authority it should be resolved some other way (ie the practical effect of the clause is to save the lawyers some trouble);
    – partly because usually the person who is signing wouldn’t have the assets to satisfy any claim;
    – and partly because the person signing probably has no idea whether they’ve been duly authorised.

    The clauses ‘like’ this that I was really thinking about were warranties to the effect that the contract is enforceable, which I see from time to time. Really, if the contract is not enforceable, then *it’s not enforceable*! In any case, the remedy should be to sue your lawyers, not the counterparty. Moreover, I am always concerned that a warranty of this nature is akin to providing legal advice – which is illegal unless you’re a lawyer.

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