Provision of Further Representations Regarding Future Circumstances

The paper examines the admissibility of providing further assurances (representations) regarding future circumstances. The independent determination of circumstances for which representations can be made by the parties to a transaction must not contradict the essence of representations and the principle of good faith. These elements serve as natural guidelines for defining the limits of possible use of representations. This is reflected in the admissibility of actions taken prior to providing representations, aimed at clarifying the actual state of circumstances that will become the subject of the representations. However, actions taken after providing representations are excluded. It is deemed permissible for the representor to undertake an obligation to maintain the stated condition of the representations up to a certain point in time. This involves the combined use of representations and obligations but does not lead to their merging or one absorbing the other. Additionally, the paper concludes that representations about circumstances are of a more general nature compared to various warranties, which are aimed at regulating specific properties of the subject matter of a contract. Mixing these categories would result in the application of legal mechanisms that are inconsistent with the essence of representations, ultimately undermining their core purpose. The author suggests using representations about circumstances for facts from the past or present that are not related to the subject matter of the contract or pertain to specific properties of the goods. In other cases, including those involving future facts, specialized legal instruments should be employed, such as warranties against eviction, warranties of quality, warranties regarding the transfer of goods free from third-party rights, or indemnity agreements. These instruments are specifically designed for such purposes.