Summary
- A mistake in contract law can render a contract void or voidable, depending on whether it is common, mutual, or unilateral.
- Courts apply strict criteria before granting relief for mistake, and not every error will be sufficient to invalidate an agreement.
- Written contracts can sometimes be corrected through rectification if they fail to reflect the parties’ true intentions.
- This is a plain-English guide to mistake in contract law, written for business owners operating under English and Welsh law, produced by LegalVision, a commercial law firm.
- LegalVision specialises in advising clients on commercial contracts and contractual disputes.
Tips for Businesses
Review contracts carefully before signing, errors rarely void agreements automatically. Document pre-contractual negotiations to support any rectification claim. If you discover a mistake after signing, act quickly, as delay can affect your legal options. Seek clarity on ambiguous terms before execution rather than relying on post-signing correction.
A mistake in contract law occurs when one or both parties enter into a contract based on a false belief about a fundamental fact, which can affect the contract’s validity. The type of mistake determines whether you can void the contract or escape your obligations under it. Navigating this area of law can be tricky because of the specific rules in the UK. This article will explain the concept of ‘mistake’ in contract law.
What is a Mistake in Contract Law?
In contract law, one of the two parties holds a wrong belief before entering into a contract, constituting a ‘mistake’. It is worth keeping in mind that this definition of ‘mistake’ is technical and carries a specific legal meaning. This mistake may be about the:
- identity of the other party;
- subject matter of the contract can lead to a mistake if, for example, you believe you are purchasing free-range eggs, but you actually receive caged hen eggs;
- terms of the contract (for example, if you thought you were paying in monthly instalments but you are instead paying in weekly instalments); and
- nature of the contract.
Over time, English common law has refined the rules on mistake. Each negotiating party has an obligation to the other under English law to refrain from deceiving them into signing a contract. In most cases, it is not legally necessary to disclose all information during discussions, but you must be careful not to give false information. A contract could be voidable even in the case of an innocent mistake. A voidable contract means it is unenforceable.
Mistakes and Misrepresentations
It is important to note that the law distinguishes between mistakes and misrepresentations. While both mistakes and misrepresentations can affect the validity of a contract, the law treats them differently. A mistake relates to a belief held at the time of contract formation, whereas a misrepresentation is a false statement that induces a party to enter into a contract.
A misled party may choose to either set aside the agreement or pursue damages, or occasionally both. The specific rules, therefore, will vary depending on the exact factual situation. At the same time, there are different rules on the type of mistake. For example, there is a difference between mutual and unilateral mistakes.
Different Types of Mistakes in Contract Law
As mentioned, the rules on mistake will vary depending on who made the mistake and how. For example, you may have a:
- common mistake;
- mutual mistake; or
- unilateral mistake.
1. Common Mistake
One of the types of mistake is a ‘common mistake’. Both parties can make a common mistake when they misunderstand the same aspect of the contract. The shared mistake must be about something that is a serious aspect of the contract – it cannot be about something not sufficiently serious.
In such situations, the court might determine that the parties did not create a contract at all. Alternatively, the court may decide that the parties created a contract, but it is void, making it a ‘voidable contract’.
2. Mutual Mistake
A mutual mistake occurs when each party misunderstands a different part of the contract. People often describe this as the parties being at ‘cross-purposes’. Sometimes, both parties misinterpret the contract terms. However, a court is unlikely to declare the contract void just because both parties made a mistake about its content. If the words and actions of the parties point to a single, clear interpretation of what they agreed on, the contract will still be enforceable.
In this type of situation, a court might find that there is only one interpretation of the contract which would have been reasonable. If this is the case, you will still have a binding contract. However, if this is not possible, a court may find that you have a voidable contract, which means that your agreement may not amount to a legally enforceable contract.
3. Unilateral Mistake
A unilateral mistake occurs when one party makes a mistake and the other party knows or should have known about it.
However, if one party makes a mistake about the facts of the contract, the situation is different. For example, if a person thought he was buying a vase from 1750, but the vase is from 1790, and the seller knows this, the contract might not bind the buyer. This only applies if the seller is aware of the buyer’s mistake.
In cases of unilateral mistake, the courts may void the contract if they find that the party who was not mistaken acted unconscionably.
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Potential Remedies
In situations where a mistake has been made, there are remedies available. If successful in proving the mistake, the courts may find the agreement void.
The remedy for mistakes include:
- rescission – this puts the parties in their pre-contractual positions. This remedy is the one that makes the contract void; or
- rectification – this is where the written agreement is corrected to reflect the actual agreement reached by the parties.
For a court to grant rectification, the party seeking rectification must be able to prove that the agreement does not reflect the parties’ intentions. Overall, the remedies depend on the facts between the parties of the contract.
It is best to contact a lawyer who will work with the parties to reach an agreement to resolve the situation. If the matter escalates, it will be for the court to decide whether to uphold the agreement. Generally, courts prefer to keep the contract and adjust the obligations through express or implied contract terms.
Speaking to a qualified lawyer about your contracts and their enforceability before you use them is also important. A lawyer can review your contract to ensure its suitability for your unique business.
Preventing Mistakes in Contracts
To avoid costly legal disputes, it is important to take a few simple but effective steps before signing any contract:
- Do your homework: Gather all the key information and double-check the facts before agreeing to anything;
- Keep communication clear: Make sure everyone involved understands the terms in the same way. Talk through the details and confirm the important points in writing; and
- Get expert advice: For more complicated contracts, it is worth asking a legal professional to review the document. They can help ensure it accurately reflects what both sides actually agreed to.
By taking these steps, you can minimise the risk of mistakes and safeguard your business against the potential liabilities of a flawed agreement.
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Key Takeaways
If you have entered into a contract based on a mistake about a person’s identity, a term of the contract, or a fact about the product you bought, you can use the law of ‘mistake’. The law of mistake has been developed through the common law.
If you need help understanding mistakes in contract law, our experienced contract lawyers can assist as part of our LegalVision membership. For a low monthly fee, you will have unlimited access to lawyers to answer your questions and draft and review your documents. Call us today at 0808 196 8584 or visit our membership page.
Frequently Asked Questions
The doctrine of mistake cannot be used simply because a party later regrets entering into a contract or finds that the deal is less favourable than anticipated. For a mistake to potentially void a contract, it must relate to a fundamental assumption on which the contract was based, and the mistake must have a material effect on the agreed-upon exchange.
While both mistake and misrepresentation can affect the validity of a contract, they are distinct legal concepts. A mistake relates to a belief held by one or both parties at the time of contract formation, without any false statement being made. Misrepresentation, on the other hand, involves a false statement made by one party that induces the other to enter into the contract.
Usually not. Under UK law, you are expected to take reasonable care before signing a contract. If you had the opportunity to review the contract but did not, or you misread it, you cannot normally rely on the mistake to void it. Exceptions may arise if the other party misled you or if the mistake concerned a critical term that was unclear or left out.
You have a limited time window to challenge a contract due to an error. Under UK law, you generally have up to 6 years from when the contract was made to bring a claim. However, there is no set deadline for when you must act after discovering the mistake, but you must act quickly. If you wait too long, you may lose the right to bring a claim.
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