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Law Notes Contract Law Notes

Misrepresentation Notes

Updated Misrepresentation Notes

Contract Law Notes

Contract Law

Approximately 1511 pages

Contract law notes fully updated for recent exams at Oxford and Cambridge. These notes cover all the LLB contract law cases and so are perfect for anyone doing an LLB in the UK or a great supplement for those doing LLBs abroad, whether that be in Ireland, Hong Kong or Malaysia (University of London).

These were the best Contract Law notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LLB samples from outstanding law students with the highest...

The following is a more accessible plain text extract of the PDF sample above, taken from our Contract Law Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:


  • No general duty of disclosure during negotiation

  • But duty not to make false statements of fact/law to induce the other party into contracting

  • Induces the party to contract but isn’t a term of contract not a mere promise/ contractual term

  • Distinguish:

  1. Term - parties intended for it to be a term (i.e. to provide warranty/guarantee/promise as to statement’s accuracy (Oscar Chess Ltd v Williams; Dick Bentley Productions v Harold Smith)

  2. Promise -an undertaking to do/not to do something creating an expectation protected by law

  3. Representation -asserts existence of a given state of affairs, either true or false + invites reliance w/out constituting an undertaking to bring about that state of affairs

  • Requirements

  1. unambiguous

  2. false

  3. statement

  • some positive conduct (written, oral etc.)

  • silence is insufficient (With v O’Flanagan) nor mere failure to disclose

  1. of existing fact or law

  • NOT if:

  1. mere puff – statement that’s too vague

  • the more specific, the less likely to be a mere puff

  1. honestly held statement of opinion/belief which proves to be unfounded (Bisset v Wilkinson)

  1. where representor has greater knowledge/special skill, court will imply that representation must be made w/reasonable care & skill(Esso Petroleum v Mardon)

  2. facts are known to both parties = what one says to another is often merely expression of opinion

  1. astatement of intent unless D misstates his present intention (Edgington v Fitzmaurice)

  • But courts are flexible in defining a ‘statement’ can be made by conduct or words

  1. addressed to the party misled

  • by direct communication

  • by communication to TPw/intent to be passed on to C

  1. which induced C to enter into contract

  • doesn’t have to besole inducementactively present in representee’s mind (Edgington v Fitzmaurice)

  • Ccan’t show inducement where he was:

  1. unaware of representation

  2. knew it wasn’ttrue

  3. didn’t allow it to affect his judgment

  4. placed reliance on TP when entering into contract

  5. D corrected him & drew attn. to correction prior to any reliance

  • not sufficient that C could have discovered the truth he must have actually discovered it!

  1. ... and was material (possibly)

  • meaning unclearstatement which would affectthe judgment of reasonable man on whether to contract on those terms

  • Types

  • All entitle representee to rescind but not all give rise to action for damages!!

  1. Fraudulent = rescission +tort of deceit (Derry v Peek)

  1. proof of fraudfalse representation made either:

  1. knowingly

  2. w/out belief in its truth

  3. recklessly/carelessly whether it’s true or false

  • unreasonableness of belief doesn’t constitute fraud but provides evidence of dishonesty

  1. D’s motive is immaterial

  • deceit is not likely to be invoked fraud is very difficult to prove (Smith New Court Securities v Scrimgeour Vickers Ltd)

  1. Negligent - Common Law

  • Hedley Byrne- assumption of responsibility(doesn’t have to be voluntary) + foreseeable detrimental reliance of Cobjective test principal factors in determining scope:

  1. representor’s knowledge

  • the greater his knowledge of representee + purposes for which he’s likely to rely, the more likely it is thathe’s liable

  • possibly, requirement of special skill

  1. purpose for which statement was made by representor

  • w/intent forrepresentee to rely = likely liable

  • general public circulation = unlikely liable

  1. was it reasonable for representee to rely on the statement?

  • made on social occasion =unlikely

  • made in commercial context =likely

  1. Negligent/Purely Innocents2(1) 1967 Act

  • Where misrepismade by one contracting party to another, he’s liable for damages unless

  1. had reasonable grounds to believe; and

  2. did believe up until the time when contract was made

  3. that statement he was making was true (operates independently of Hedley Byrne)

  • Advantages of using this over common law

  1. don’t need to satisfyHedley Byrne

  2. burden of proof on representor not easy to discharge (likely to recover even if fails @ common law) (Howard Marine v Odgen)

  3. damages = tort of deceit (as if D has been fraudulent)

  • C must have recourse to a common law claim where

  1. Representation was made by TP - s2(1) only applies where misrepwasmade by contr. party

  2. Contract is void ab initio(e.g. b/c of non est factum) = no contract to which s2(1) could apply

  1. Innocent misrep – neither negligent/nor fraudulent

  • Remedies

  • A party induced into contract by misrep. can seek remedy in either:

  1. contract

  2. tort

  3. restitution

  1. Rescissioncontract set aside for all purposes (retrospectively & prospectively)+ aim to restore parties as far as possible back to position they would have been in but formisrep

  • No contr. damages but could claim in tort/statute+ restitution

  • Available for all types, subject to court’s discretion to award damages in lieu under s2(2) 1967 Act

  • C has a right of electionif chooses to rescind, must notify representor of his decision by:

  1. seeking a declaration that contract’s invalid

  2. restoring what he’s obtained under contract

  3. relying upon misrep as defence to an action on the contract (Redgrave v Hurd)

  • If D deliberately makes it hard/impossible for Cgive notice, some evidence of trying will suffice, as long as reasonable in the circumstances (Car & Universal Finance Co v Caldwell)

  • C may lose right to rescind by:

  1. affirming the contract w/Dafter discovering thetruth

  2. BF purchaser for value acquires goods b/f contract has been set aside

  3. lapse of time unless fraudulent misrep (Leaf v International Galleries)

  4. where it’s impossible to restore parties back to pre-contractual position (main one) - C...

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