Misrepresentation

Topic

Misrepresentation in Contract Law

Misrepresentation refers to a false statement of fact made by one party to another, which induces the latter to enter into a contract. It differs from mere opinions or sales talk, as it must be a statement of fact or law. Misrepresentation can render a contract voidable, allowing the misled party to rescind the contract and, in some cases, claim damages. There are three main types of misrepresentation: fraudulent, negligent, and innocent, each with different legal implications and remedies.

Types of Misrepresentation

Misrepresentation is categorized based on the intent and knowledge of the person making the false statement:

  • Fraudulent Misrepresentation: Occurs when a false statement is made knowingly, without belief in its truth, or recklessly, careless whether it be true or false. It is made with the intent to deceive the other party.
  • Negligent Misrepresentation: Arises when a false statement is made carelessly or without reasonable grounds for believing it to be true. It involves a breach of duty to take reasonable care or skill in providing accurate information.
  • Innocent Misrepresentation: Occurs when the person making the statement believes it to be true and has reasonable grounds for that belief. There is no intent to deceive, nor negligence in ascertaining the truth.

The remedies available for misrepresentation depend on its type and the circumstances of the case:

  • Rescission: Rescission is the primary remedy for all types of misrepresentation. It allows the parties to return to their pre-contractual position, effectively undoing the contract. Rescission can be barred if the contract is affirmed, there is undue delay, third-party rights are affected, or restitution is impossible.
  • Damages: The availability and measure of damages vary:
    • Fraudulent Misrepresentation: Damages are calculated to put the claimant in the position they would have been in had the misrepresentation not been made. There is no need to prove actual loss, as damages can include compensation for all direct consequences.
    • Negligent Misrepresentation: Under the Misrepresentation Act 1967 or common law, damages are awarded similarly to those for fraudulent misrepresentation, but they may also include damages for consequential losses.
    • Innocent Misrepresentation: Damages are not automatically available; however, under the Misrepresentation Act 1967, the court has discretion to award damages in lieu of rescission.

Case Law

Fraudulent Misrepresentation - Derry v Peek (1889)

In this case, a company falsely claimed they had the right to use steam-powered trams, knowing that the approval was not guaranteed. The House of Lords defined fraudulent misrepresentation as a false statement made knowingly or without belief in its truth, setting the precedent for distinguishing fraud from negligence.

Negligent Misrepresentation - Hedley Byrne & Co Ltd v Heller & Partners Ltd (1964)

This case established that damages for negligent misrepresentation could be claimed when a special relationship exists between the parties, creating a duty of care. The court held that a bank was negligent in providing a financial reference, leading to losses for the claimant.

Innocent Misrepresentation - Leaf v International Galleries (1950)

Leaf bought a painting believed to be by a famous artist, based on the gallery's innocent misrepresentation. Five years later, he discovered it was not as represented. The court barred rescission due to the delay, illustrating the limits of this remedy in cases of innocent misrepresentation.

Examples

Example 1 - Fraudulent Misrepresentation

Scenario:

A seller falsely claims that a car has never been in an accident, knowing it has. The buyer relies on this statement and purchases the car. Upon discovering the truth, the buyer can seek rescission of the contract and claim damages for any losses incurred.

Example 2 - Innocent Misrepresentation

Scenario:

A homeowner, believing their property to be free of any planning violations, sells it under this impression. After the sale, the buyer discovers an undisclosed violation. The misrepresentation was made innocently, so the buyer may seek rescission or, at the court's discretion, damages instead.

Conclusion

Misrepresentation is a critical concept in contract law, protecting parties from entering into contracts based on false statements. The type of misrepresentation—fraudulent, negligent, or innocent—determines the remedies available, such as rescission and damages. Understanding the distinctions and legal implications helps parties navigate disputes and seek appropriate remedies, ensuring fairness and justice in contractual relationships.

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