day 5*.docx

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27 Mar 2012
Impeaching Contracts: Mistake and Discharge
Chapters 8 & 13
1. Mistakes as to Terms
a. Words used Inadvertently
Doesn’t matter much…
When one party inadvertently used the wrong words
Rectification: correct the contract and allow it to be held at
the correct price
3 part test:
Was there a complete agreement between the parties
(no other conditions/adjustments/ambiguities)
Parties did not have any other negotiations.
The change of the written/verbal agreement appears to
be an error and is more easily explained as such
b. Errors in Recording the Agreement
Almost the same as above
The agreement was originally verbal and was then made to
One of the parties made a mistake in a writing out the terms
c. Misunderstanding as to the meaning of words
Issue of interpretation
Almost never happens that the court can’t decide which
meaning is most likely
*rule of drafting contracts: contra preferendum. The court
will pick the term most favored by the plaintiff.
2. Mistakes arising from assumptions
Assumptions that you’ve made about the contract
b. Mistakes as to the existence of Subject-Matter
Differentiate from frustration
Subject matter of the contract has perished before the
contract is final
Would allow plaintiff out of the contract
Rescission: tries to restore parties back to before the deal
went through
Completely different from void, where they would do nothing
to assist either one
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