Rectification Flashcards
What is rectification?
Rectification is a discretionary equitable remedy which allows for the correction of an instrument which has failed to record the actual intentions of the parties of a contract.
It is simply correcting the mistaken written form of the contract, rather than re-organising it. It is concerned with the defects in the recording rather than the making of an agreement. - Irish Life Assurance v Dublin Land Securities Ltd
How will the courts deal with a common mistake in the recording of an agreement?
Originally it was considered that an antecedent concluded agreement between the parties was necessary in order for rectification to be granted.
Shipley Urban District Council v Bradford Corporation
- Court suggested a concluded and binding contract between the parties antecedent to the agreement which it sought to rectify was not necessary, provided that there was a common continuing intention with regard to a particular provision or aspect of the agreement
This approach was followed in Ireland in Monaghan County Council v Vaughan
How is a ‘common continuing intention’ proven?
Irish Life Assurance v Dublin Land Securities Ltd
- The onus is on the plaintiff to prove a clear an unambiguous common continuing intention. They must establish by convincing proof that the instrument does not reflect the common intention of the parties.
- Plaintiff failed to discharge this onus as oral reference to the properties by the plaintiff lacked the precision necessary to enable the court to conclude what the common intention of the parties had been.
When is rectification granted in the case of a unilateral mistake? (UK starting point)
Thomas Bates & Sons Ltd v Wyndhams Ltd
- For the doctrine to apply the following conditions must be satisfied
1) One party, A, erroneously believed that the document to be rectified contained a particular term or provision, or mistakenly though it did not contain a particular term or provision which, mistakenly, it did contain
2) The other party, B, was aware of the mistake and knew that it was due to an error on the part of A
3) B omitted to draw the mistake to the notice of A
4) The mistake must be one calculated to benefit B
- while ‘sharp practice’ may be involved, it is not an essential, and the result would depend more on the equity of the situation
When is rectification granted in a case of unilateral mistake? (Irish jurisdiction)
Irish Life Assurance v Dublin Land Securities Ltd
- rectification will be granted in a case of a unilateral mistake where it would be unequitable in the circumstances to allow the other party to retain a benefit derived from the mistake
- rectification was not granted in this case as there was no sharp practice or fraud on the part of the defendant, they were not aware of the plaintiffs mistake when the contract was executed.
Slattery v Friends First
- conditions for rectification in a case of unilateral mistake
1) a claimant would have to establish that it executed the document under a mistake
2) that the other party or his agent were aware of the mistake
3) that there was an element of sharp practice or fraud in the other party’s conduct, or that the circumstances were such that it would be unconscionable for the court to enforce the terms of the contract as executed.
What is the standard of proof the party seeking rectification must meet?
It is difficult to succeed in an action for rectification. This is because P is arguing that the written instrument, which he has signed, does not accurately record his intention. But, the written instrument is the best evidence of what P intended. The courts are reluctant to order the amendment of a written document.
Nolan v Graves
- Irish case setting out an onus of proof ‘beyond all reasonable doubt’
Recently there has been a tendency towards a more lenient approach.
Joscelyne v Nisssen and Irish Life Assurance Co Ltd v Dublin Land Securities Ltd
- spoke of ‘convincing evidence’ and ‘convincing proof’
Leopardstown Club Ltd v Templeville Developments Ltd
- standard of proof in rectification cases is ‘proof on the balance of probabilities’ as this is the civil standard of proof.
