What is it?
This term functions as a foundational element in contract law and tort doctrine, primarily governing representations and warranties made during negotiations or performance.
untrue
UCC / CommercialLegal glossary term
Quick answer
Untrue usually means false or incorrect. In contracts, it matters because material untrue statements can void agreements. Before signing, verify all representations with documentation.
Definitions
What is untrue?
Legal Definition
An untrue statement means a factual assertion is false or inaccurate when made within a legal setting. This misrepresentation often triggers breach of warranty claims or fraud remedies, allowing injured parties to seek damages or void agreements. Courts scrutinize whether the untruth was material—meaning it significantly affected the other party's decision-making.
Plain-English Translation
If you sign a permission slip saying your dog is friendly, but he bites everyone, that statement is untrue. That makes the promise unreliable, just like when a teacher says you can go outside and then won't let you.
Contract relevance
Why untrue matters in contracts
Misapplying this concept risks having an entire commercial agreement invalidated (voidable), exposing the representing party to liability for damages suffered by the other side.
Document context
Where untrue appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| Purchase Agreement | Representations and Warranties | Defines seller's obligations |
| Loan Application | Financial Information Section | Affects loan approval terms |
| SEC Filings | Risk Factors | Must disclose all material untrue statements |
| Affidavits | Verification Section | Perjury consequences for untrue statements |
| Insurance Policy | Declarations | Coverage may be voided by untrue statements |
| Settlement Agreement | Recitals | Basis for settlement terms |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| All statements contained herein are true and correct | Everything in the document is accurate | Verify with independent sources |
| No untrue statements were made in the negotiation process | No false claims were discussed | Review meeting notes and emails |
| The representations are untrue in any material respect | Important facts are false | Identify which facts are material to the deal |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
All statements are true
Clearer wording
All statements are factually accurate as of [date] and can be verified with [specific documentation]
Vague wording
No untrue representations
Clearer wording
All representations are factually correct and material to this agreement
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Verify all factual claims with third-party documentation
2
Distinguish between objective facts and subjective opinions
3
Check dates and ensure information is current
4
Identify which statements are material to the agreement
5
Review whether representations have exceptions or qualifications
6
Confirm information hasn't changed since drafting
7
Assess consequences if any statement proves untrue
8
Determine what constitutes a breach for untrue statements
Party impact
How untrue affects each party
| Party | What this party should check |
|---|---|
| Seller | Verify all representations about product condition and history |
| Buyer | Investigate claims about future performance or value |
| Lender | Confirm borrower's financial statements and collateral value |
| Landlord | Ensure property condition disclosures are accurate |
| Franchisee | Verify sales and profit claims in franchise disclosure document |
Comparison
untrue vs similar terms
| Related term | Plain meaning | Main difference from untrue |
|---|---|---|
| False | Not correct in fact | Untrue specifically refers to statements made in legal contexts |
| Material | Important enough to affect decision | Untrue statements must also be material to have legal effect |
| Fraudulent | Knowingly false with intent to deceive | Untrue doesn't necessarily imply intent |
| Negligent | False due to carelessness | Untrue can be intentional or unintentional |
| Misrepresentation | False statement inducing reliance | Untrue is a characteristic of misrepresentation |
Missing or vague
If untrue is missing or vague
If 'untrue' is undefined in a contract, parties may disagree on what constitutes a breach. The materiality threshold becomes unclear, making it difficult to determine which false statements justify termination. Without specification, courts may apply general standards that don't align with the parties' intentions.
Disputes often arise over whether untrue statements were known to be false or made recklessly. The absence of a clear definition can shift risk to the party who made the representations.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | How 'untrue' is specifically defined in this agreement |
| Representations and Warranties | Which statements are warranted as true |
| Disclosures | What information must be disclosed as untrue if applicable |
| Conditions Precedent | Whether untrue statements affect closing conditions |
| Termination | What remedies exist if untrue statements are discovered |
| Indemnification | Which party indemnifies for losses due to untrue statements |
| Limitation of Liability | Whether untrue statements are excluded from liability caps |
| Dispute Resolution | How disagreements about untrue statements will be handled |
Visual model
Understand untrue fast
An explainer image has not been generated for this term yet.
01
The borrower asserts the property has no liens; it turns out to have a mechanic's lien, triggering default.
02
A franchisor claims its product passes FDA standards; testing shows heavy chemical residue, allowing termination of the agreement.
03
During due diligence, the seller states revenue was $5M when records show only $4.2M, invalidating the purchase price.
Document context
How untrue shows up in legal documents
Why does it matter?
Misapplying this concept risks having an entire commercial agreement invalidated (voidable), exposing the representing party to liability for damages suffered by the other side.
When does it matter?
The untruth becomes actionable when it occurs before contract execution but relates directly to a core obligation, such as during the closing of a purchase agreement.
Where is it usually seen?
You find this concept heavily detailed in UCC § 2-315 (Buyer's Right to Revoke) and frequently cited in securities disclosures like SEC Form 10-K filings.
Who is affected?
The indemnitor risks liability when their warranty is untrue; the creditor gains the right to sue for damages if the debtor makes a false representation about collateral value.
How does it work?
First, one must prove the statement was factually incorrect. Then, the injured party must show they reasonably relied on that untruth. Finally, they must demonstrate that this reliance caused their measurable economic loss.
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Wikipedia
Untrue
Untrue may refer to: Falsehood False (logic) Untrue (album), a 2007 album by Burial, or the title song "Untrue", a 2014 single by Tchami "Untrue", a song by Katatonia from the album Brave Yester Days "Untrue", a song by Coal Chamber from the album Chamber...
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Where untrue connects to real contract work
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
9nodes
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BGRisk context hubGlossary meaning, document paths, and adjacent risk pages connected around this clause.
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Source & disclosure
This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.
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