Also known as: knowledge qualifier · knowledge qualification · knowledge qualifications · knowledge qual · to the knowledge of
Written by attorneys · grounded in primary & secondary sources — see below
A contractual drafting device that limits the scope of a representation or warranty to matters within a party's actual or constructive knowledge. The qualifier reintroduces an element of awareness into statements that would otherwise impose strict liability for inaccuracy and thereby shifts the risk of undiscovered facts back to the recipient.
Kai Kwon retained Kinetic Solutions to locate a cloud vendor. Kinetic Solutions inserted a knowledge qualifier into its recommendation representation stating the statement was accurate to its knowledge. When the undisclosed ownership later surfaced, the qualifier limited liability to matters within the agent's actual or constructive knowledge.
Kyle Knight pressured Kiana Kwan to allow access to her land by threatening suit. The entry consent contained a knowledge qualifier that Kiana knew of no duress. The qualifier limited the representation to facts within Kiana's knowledge at signing.
Select any source to read its text and confirm it supports the definition.
Kaiser Dynamics acted for both Khalil Kabir and Kava Pharmaceuticals in a single transaction. The engagement letter included a knowledge qualifier requiring disclosure of all facts the agent knew would affect either principal's judgment. When the qualifier was invoked, the agent had to prove it had revealed its dual role and any material information within its knowledge.
Knowledge Partners sold a coolant compounded under a secret formula. Its datasheet used a knowledge qualifier stating the product was safe when used as directed to the manufacturer's knowledge. After workers suffered lung damage, the qualifier limited the representation to facts within the manufacturer's actual or constructive knowledge.
TSC Industries issued a proxy statement containing a knowledge-qualified representation that no material facts had been omitted. Northway challenged the statement after discovering undisclosed conflicts. The knowledge qualifier required Northway to show the omitted facts were within TSC's actual or imputed knowledge at the time of the solicitation.
An unqualified representation imposes liability for inaccuracy regardless of the speaker's awareness. A knowledge qualifier limits the statement to facts the speaker actually or constructively knows, so the recipient bears the risk of unknown matters.
Supporting sources
No. The qualifier still requires the agent to disclose all facts the agent knows or should know would affect the principal's judgment. Failure to reveal a material conflict breaches the duty even when the representation is knowledge-qualified.
The qualifier fails when the manufacturer knows or should know that expected users cannot understand the directions. Liability arises if the manufacturer does not exercise reasonable care to communicate safety information in an accessible form.
…with a written proxy statement containing the information specified in Schedule 14A.” Schedule 14A, Item 5 (e), requires: “If to the knowledge of the persons on whose behalf the solicitation is made a change in control of the issuer has occurred since the beginning of its last fiscal year, state the name of the person or persons who…