Author: Nikki J.L. van Mulligen

In commercial contracts, knowledge qualifiers and other modifications can be used as means to allocate the risk associated with the accuracy of the representations and warranties between the parties. However, the general sections of commercial contract precedents are sometimes overlooked without much thought. This paper explores the two most common types of knowledge qualifiers found in commercial contracts, actual knowledge and constructive knowledge; the differing standards of knowledge qualifiers; sandbagging provisions; survival provisions; and materiality qualifiers.

This paper is part of a collection presented at LESA’s Commercial Contract Teardown program in Edmonton on December 11, 2024.