Non Reliance Clause Law and Legal Definition

A non reliance clause is a clause that provides that the parties have not relied on any representations other than those set out in the contract. This is an acknowledgement of non-reliance, not an exclusion or limitation of the representations that the parties believe to have been made. A non-reliance clause cannot eliminate the risk of a misrepresentation claim. Any defendant who wants to defeat a misrepresentation claim on the basis of a non-reliance clause must demonstrate that:

  • the clause is clear and unequivocal;
  • the claimant intended the defendant should act on it; and
  • the defendant believed the representation in the clause to be true and had acted on it.