Please use headed paper of person or company making the claim, if available – not that it is possible to ask your solicitors to sign it on your behalf but this is becoming increasingly uncommon.
[Insert Purchaser name]
[Insert address line 1]
[Insert address line 2]
[Insert post code]
Dear [Insert Purchaser name],
Sale of our shares in [Insert name of company] Limited (“Company”) to you.
We have agreed that we will sell you [all/some] of our shares in the Company and an agreement (“Agreement”) to achieve this has been entered into today.
This letter is called the “Disclosure Letter” in the Agreement. Its purpose is to tell you formally about those matters relating to the Company which are, or which may be, inconsistent with the promises we have made to you in the Agreement about the Company. These promises are called representations, warranties and undertakings and they are referred to in clause [Insert number] and contained in Schedule [Insert number] of the Agreement (Warranties). If the Warranties are not correct then you may be able to sue us. The matters set out in this Disclosure Letter are intended to set out the things we need to make you aware of in order to avoid a claim being made by you against us.
If we use a term in this letter which has been defined formally in the Agreement, then that definition will apply to that term when used in this letter. If we tell you about some matter or set of circumstances in relation to a specific Warranty then that disclosure will apply also in respect of any other Warranty to which the same matter or set of circumstances may also be relevant.
You must not read any disclosure by us as making a further or additional or modified promise to you. Our only Warranties are the ones set out in the Agreement. The structure of this letter is that first of all we make a series of disclosures to you which have general application in respect of all of the Warranties. We then make a series of disclosures to you which are intended to have more specific application to specific or relevant Warranties.
So, by way of general disclosure, the following matters are disclosed by us to you: