REPRESENTATIONS, WARRANTIES AND INDEMNITIES IN UKRAINIAN LEGISLATION: SYSTEMATIC DEFICIENCIES IN THE IMPLEMENTATION OF COMMON LAW INSTITUTIONS

Abstract

The article provides a critical analysis of the implementation of contractual representations, warranties and
indemnities institutions borrowed from the common law system into the Ukrainian legal system. The legal nature
of 'representations', 'warranties' and 'indemnities' in the context of the common law system (Anglo-Saxon legal
system) is examined in detail, and systemic problems of their integration into Ukrainian legislation are identified.
Special attention is paid to the structural shortcomings of placing new legal constructions in the Civil Code of
Ukraine and other laws, their inconsistency with original concepts, as well as the limited scope of their application.
The research demonstrates that the Ukrainian legislator confused pre-contractual representations with
contractual warranties, failed to implement the full warranty framework including the condition/warranty
distinction, and conflated indemnities with liquidated damages. These conceptual errors have resulted in
transplanted institutions that are poorly understood and rarely used in practice. The article proposes concrete
legislative reforms including: repositioning representation provisions to Chapter 16 on Transactions with
rescission remedies; clarifying warranty provisions as contractual terms in Chapter 52; properly implementing
indemnity as a standalone risk-allocation mechanism; and providing authoritative guidance on the application of
these institutions. The research provides broader lessons about legal transplants and the challenges of borrowing
institutions from different legal traditions.
Keywords: contractual representations, warranties, indemnities, common law system, digital economy, legal
transplants, comparative law.