Abstract

SALAZAR CHAVES, JORGE GUILLERMO. Clause of Declarations and Warranty. Misunderstanding of the Content of the Obligation in Some Arbitral Awards regarding Stocks Buyselling. Rev. Derecho Privado [online]. 2023, n.45, pp.115-140.  Epub June 03, 2023. ISSN 0123-4366.  https://doi.org/10.18601/01234366.45.05.

In the sale, it is usual to incorporate a Declarations and Warranties clause whose purpose is for the seller to declare as true an objective reality of the issuing company. Erroneously, the arbitration courts have considered that, if there is evidence of an inconsistency between the declaration and the material reality, the compensation for damages is conditioned to the agreement of a clause in this sense, since the debtor does not commit himself to an act or abstention, but to a fact, does not generate an obligation and thereby prevents recourse to legal remedies against non-compliance.

Keywords : clause of declarations; content of the obligation; praestare; warranty; liability; stocks buyselling.

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