Uploaded July 2023 | Updated September 2026, 2 weeks ago
BOOK REVIEW
SINCLAIR ON WARRANTIES AND INDEMNITIES ON SHARE AND ASSET SALES
12th edition
General Editor: Robert Thompson
ISBN 978 0 41411 203 2
Sweet & Maxwell/Thomson Reuters
Commercial Series
sweetandmaxwell.co.uk
‘A PROMISE MADE IS A DEBT UNPAID’: THE SIMPLIFICATION OF A RANGE OF COMPLEX ISSUES RELATING TO WARRANTIES, NOW IN THE NEW TWELFTH EDITION OF THIS DEFINITIVE TEXT
An appreciation by Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister”, and Mediator
Yes, fundamentally a warranty is a promise. Or, as Robert Service, ‘the Poet of the Klondike’ once wrote: ’a promise made is a debt unpaid,’ thus summing up with stunning simplicity, the essence of warranties. Well, he was a banker, wasn’t he? And a Scottish one to boot. Not surprisingly, he left the gold and the cold of the Klondike for retirement on the French Riviera, mainly financed, it is said, by the royalties earned from that slender and wildly popular volume of verse of his, entitled ‘Songs of a Sourdough.’
A lot more recently, it has also been pointed out that a warranty in an insurance policy, for example, is a promise by the insured party that the contractual statements made therein are true. However, the almost infinite variety, scope and complexities of warranties and their attendant legalities would fill a book -- and that is precisely why ‘Sinclair on Warranties and Indemnities on Share and Asset Sales’ has become, over the decades (since the eighties at least) the definitive work of reference on this often-abstruse topic. Now it has arrived in a new twelfth edition from Sweet and Maxwell and, as General Editor Robert Thompson explains, it ‘reflects the changes in law, conventions and practice’ that have occurred since the previous edition published in 2020.’
Certainly, the past three years of upheaval -- caused primarily by the Covid-19 pandemic -- have wrought profound changes indeed, hence the utility of this book, which as the title indicates, focuses on warranties and indemnities on share and asset sales.
The book is nothing if not broad in its scope. In particular, a key chapter for those needing information on share sales offers pertinent information and advice, including analysis of the remarkably broad range of individual warranties which are discussed under a broad range of categories, including accounts... finance... trading and contracts... environmental... employment... and pensions. ‘Assets’ of course comprise an interesting category that encompasses Intellectual Property rights, and IT systems, not to mention Covid 19 insurance and money laundering.
The book, as the author points out, ‘is intended to be a practitioners guide, rather than academic treatise,’ containing as it does, ‘insights from both a purchaser and vendor viewpoint’ while at the same time stressing the insights and techniques needed for informed and ultimately successful negotiation, in an area of law in which ‘knowledge is power.’
The book’s research resources are therefore useful, if not essential, including extensive tables of cases, statutes, and statutory instruments. And for easier navigation, there is a detailed table of contents, four appendices and an index of over twenty pages. Also, digital access to precedent content is now provided on the eReader platform (ProView). As a practitioner’s guide to this unarguably complex area of law, this book certainly excels.
The law is stated as 1st January 2023. The hardback 12th edition was published by Sweet and Maxwell on 26th April 2023.
BOOK REVIEW
SINCLAIR ON WARRANTIES AND INDEMNITIES ON SHARE AND ASSET SALES
12th edition
General Editor: Robert Thompson
ISBN 978 0 41411 203 2
Sweet & Maxwell/Thomson Reuters
Commercial Series
sweetandmaxwell.co.uk
‘A PROMISE MADE IS A DEBT UNPAID’: THE SIMPLIFICATION OF A RANGE OF COMPLEX ISSUES RELATING TO WARRANTIES, NOW IN THE NEW TWELFTH EDITION OF THIS DEFINITIVE TEXT
An appreciation by Elizabeth Robson Taylor MA of Richmond Green Chambers and Phillip Taylor MBE, Head of Chambers, Reviews Editor, “The Barrister”, and Mediator
Yes, fundamentally a warranty is a promise. Or, as Robert Service, ‘the Poet of the Klondike’ once wrote: ’a promise made is a debt unpaid,’ thus summing up with stunning simplicity, the essence of warranties. Well, he was a banker, wasn’t he? And a Scottish one to boot. Not surprisingly, he left the gold and the cold of the Klondike for retirement on the French Riviera, mainly financed, it is said, by the royalties earned from that slender and wildly popular volume of verse of his, entitled ‘Songs of a Sourdough.’
A lot more recently, it has also been pointed out that a warranty in an insurance policy, for example, is a promise by the insured party that the contractual statements made therein are true. However, the almost infinite variety, scope and complexities of warranties and their attendant legalities would fill a book -- and that is precisely why ‘Sinclair on Warranties and Indemnities on Share and Asset Sales’ has become, over the decades (since the eighties at least) the definitive work of reference on this often-abstruse topic. Now it has arrived in a new twelfth edition from Sweet and Maxwell and, as General Editor Robert Thompson explains, it ‘reflects the changes in law, conventions and practice’ that have occurred since the previous edition published in 2020.’
Certainly, the past three years of upheaval -- caused primarily by the Covid-19 pandemic -- have wrought profound changes indeed, hence the utility of this book, which as the title indicates, focuses on warranties and indemnities on share and asset sales.
The book is nothing if not broad in its scope. In particular, a key chapter for those needing information on share sales offers pertinent information and advice, including analysis of the remarkably broad range of individual warranties which are discussed under a broad range of categories, including accounts... finance... trading and contracts... environmental... employment... and pensions. ‘Assets’ of course comprise an interesting category that encompasses Intellectual Property rights, and IT systems, not to mention Covid 19 insurance and money laundering.
The book, as the author points out, ‘is intended to be a practitioners guide, rather than academic treatise,’ containing as it does, ‘insights from both a purchaser and vendor viewpoint’ while at the same time stressing the insights and techniques needed for informed and ultimately successful negotiation, in an area of law in which ‘knowledge is power.’
The book’s research resources are therefore useful, if not essential, including extensive tables of cases, statutes, and statutory instruments. And for easier navigation, there is a detailed table of contents, four appendices and an index of over twenty pages. Also, digital access to precedent content is now provided on the eReader platform (ProView). As a practitioner’s guide to this unarguably complex area of law, this book certainly excels.
The law is stated as 1st January 2023. The hardback 12th edition was published by Sweet and Maxwell on 26th April 2023.
