Master's thesis examines the legal nature and effects of representations and warranties and limitation of liability clauses in share or stock purchase agreements. The form of such contracts, as is also in use in Slovenian commercial practice, originates from Anglo-Saxon legal systems where the clauses have specific legal natures and effects. However, they cannot be directly transferred into the Slovenian legal order. This problem needs a further examination, as the identification of the relevant legal norms for the assessment of such clauses is important in the cases of lack of clarity or incompleteness of the contractual arrangements or possible nullity due to contradiction with compulsory norms.
Master's thesis initially describes representations and warranties and limitation of liability clauses and the legal nature and effects of such clauses in the Anglo-Saxon legal systems. Afterwards, possible statutory norms for the assessment of representations and warranties and limitation of liability clauses in the Slovenian legal system are analysed. The starting point is the principle of free regulation of obligational relationships. Then the possibilities of assessment of such clauses through the statutory norms regulating legal and material defects, warranties for unimpaired functioning of things and defects of consent are presented. Finally, certain issues that can arise in cases of breach of representations and warranties with regard to the use of the statutory sanctions are presented.
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