Legal Definitions - affirmative representation

Affirmative representation refers to a clear, explicit statement of fact made by one party to another, often during negotiations or as part of a formal agreement. Unlike implied statements or assumptions, an affirmative representation is a direct and positive declaration about a particular condition, quality, or circumstance, intended to be relied upon by the other party.

Here are some examples illustrating affirmative representation:

• Example 1: Business Acquisition

  During the sale of a small manufacturing company, the seller explicitly states in the purchase agreement, "All machinery and equipment listed in Schedule A are in good working order and have been regularly maintained according to manufacturer specifications."

  This is an affirmative representation because the seller is making a direct, positive statement about the condition and maintenance history of the assets being sold. This is not an assumption the buyer is making, but a specific fact the seller is declaring, which the buyer will likely rely on when deciding to complete the purchase.

• Example 2: Insurance Application

  When applying for life insurance, an individual fills out a form and checks a box next to the statement, "I have not been diagnosed with any chronic medical conditions in the past five years," and then signs the document.

  By checking the box and signing, the applicant is making an affirmative representation about their health history. They are explicitly stating a fact that the insurance company will use to assess risk and determine policy eligibility and premiums. This is a direct declaration, not something inferred.

• Example 3: Product Warranty

  A electronics manufacturer includes a statement in its product manual and on its website: "This device is guaranteed to be free from defects in materials and workmanship for a period of one year from the date of purchase."

  This statement constitutes an affirmative representation by the manufacturer. They are explicitly declaring a specific quality and durability standard for their product for a defined period. Consumers rely on this direct statement when making purchasing decisions, knowing the manufacturer stands behind this particular fact about the product's quality.