Rescission Definition

GLOSSARY

Published by a UU��ֱ�� Commercial expert

What does Rescission mean?

The right in equity to rescind is the right of a party to set aside a transaction and to be restored to their former position. It is a remedy for misrepresentation or for common/mutual mistake.

Rescission for breach is available where one party accepts the other's repudiatory breach. A repudiatory breach is where a party fails or refuses to perform an essential or fundamental term of the contract and is taken to have decided to set the contract aside. The party who is not in breach can elect to continue the contract, claiming damages for the breach, or to accept the repudiatory breach and to treat the contract as at an end. Both parties are discharged from further performance of the contract. A secondary obligation on the defaulting party is substituted to pay monetary compensation to the non-defaulting part for the losses sustained by reason of the breach.

View the related checklists about Rescission

Drafting and negotiating an entire agreement clause—checklist

Drafting and negotiating an entire agreement clause—checklist This Checklist sets out key issues to consider, and provides practical guidance, when drafting and negotiating entire agreement clauses in a business-to-business (B2B) contract. It considers the implications of common law and statutory controls, including the Unfair Contract Terms Act 1977 (UCTA 1977) and the Misrepresentation Act 1967 (MA 1967). The purpose of an entire agreement clause is to give the parties certainty that the entirety of the agreement between them is set out in writing and to ensure that any pre-contractual representations, statements, arrangements or discussions will not form part of the agreement they are entering into. Statements are often made by one party to another as part of the pre-contract negotiations (for example as part of a sales process). Disputes can arise around whether, or which, statements are intended to form part of the contract or potentially give rise to other remedies. Depending on the facts, a pre-contractual statement might take legal effect (and give rise to remedies). For more information, see Practice Note: Pre-contractual representations and statements....

Trust disputes—table of cases

Trust disputes—table of cases Existence and validity of trusts Topic Case name Summary Author Jurisdiction Existence and validity of trusts Provincial Equity Finance Ltd v Dines (née Breda) [2023] EWHC 103 (Ch) News Analysis: ‘By prosperous voyages I often made…And the great care of goods at random left’—resulting trust and the dominion of express trusts (Provincial Equity Finance Ltd v Dines and a Tragedy of Errors)This case demonstrates the practical difficulty of establishing a claim for resulting trust where a chaotic deceased used bank accounts for mixed purposes and establishes that an express trust may supplant the presumption of resulting trust even where the party advancing funds is not a party to the express trust. Nicholas Holland, McDermott Will & Emery UK LLP England & Wales Existence and validity of trusts Attorney General v Zedra Fiduciary Services (UK) Ltd and others [2022] EWHC 102 (Ch) News Analysis: Cy près scheme approved for £600m charitable trust to be applied to reduce the National Debt (Attorney General v Zedra Fiduciary Services (UK)...

Rescission of a contract

This Practice Note considers the remedy of rescission, summarising when and how a contract may be rescinded (at common law, equity and under statute) and thereby brought to an end. It includes the effect of rescission, the main grounds for rescinding a contract (misrepresentation, mistake, undue influence, duress, non-disclosure, fiduciary misdealing and bribery) and the main bars to seeking rescission as a remedy of affirmation, intervention of third party rights and impossibility of restitution.For guidance on rescission in the context of a misrepresentation, see Practice Note: Misrepresentation—rescission as a remedy.There are numerous ways in which a contract can come to an end, see: Terminating contracts—how and when a contract ends—overview for an outline, together with links to the underlying practical guidance, including Practice Note: Termination and expiry of contracts.For a summary, in tabular format, of the key and illustrative judgments handed down since 1 January 2020, considering contract law issues, see Practice Notes:•Contract disputes—key and illustrative decisions (2024)•Contract disputes—key and illustrative decisions (2020–2023)What is rescission of a contract?The remedy of...

Repudiation of contract

This Practice Note concerns repudiation and sets out what a repudiatory breach of contract means. It explains how a repudiatory breach goes to the core of the contract and the options or remedies available to an innocent party as a result of the other party’s repudiation, which include either accepting the repudiatory breach and treating the contract as ended, or affirming the contract. This Practice Note explains the meaning of an anticipatory breach of contract and considers when that may also be a repudiatory breach. Termination for repudiatory breach is a common law right and a complex area of law, well documented with cases. If a party is seeking to terminate a contract for another party’s repudiatory breach the advice is to proceed with caution. It is not a risk-free strategy for termination, and each case should be evaluated on its own facts.Where a party purports to terminate a contract for the repudiatory breach of another party and the circumstances turn out not to amount to a repudiation, the act...

Discover our 207 Practice Notes on Rescission

Joint venture shareholders’ agreement—deadlock (50:50)

Joint venture shareholders’ agreement—deadlock (50:50) This Agreement is made on [insert date] 20[insert year] Parties 1 [Insert name of first shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([A]), 2 [Insert name of second shareholder] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] ([B]), and 3 [Insert name of the company in which the shares are held] incorporated in England and Wales under number [insert company number] whose registered office is at [insert address] (the Company). BACKGROUND (A) The Company, at the date of this Agreement, has in issue ordinary shares of £[insert nominal value] each, of which one ordinary share has been issued fully paid and is registered in the name of [A] and one ordinary share has been issued fully paid and is registered in the name of [B]. (B) The Company shall carry on business in accordance with the terms and conditions of this Agreement....

Confidentiality letter—private M&A—asset purchase—corporate seller

Confidentiality letter—private M&A—asset purchase—corporate seller Strictly private and confidential To: [insert buyer name] [insert buyer address] Date: [insert date] Dear [insert buyer contact name], Proposed acquisition of the business of [insert name of business being acquired] 1 Introduction 1.1 We refer to the recent discussions concerning the proposed sale by [insert seller name] (the Seller) of [insert description of the business being sold] (the Business) operating under the name [insert name of business being sold] (the Business Name), as a going concern, together with [insert description of the assets being sold] (the Assets) to [insert buyer name] (or a member of its group of companies) (the Buyer) (the Proposed Acquisition). Each of the Seller and the Buyer is a party and together they are the parties. 1.2 You have requested certain Confidential Information [(and Personal Data) ]([each as ]defined below) be made available to you, your directors, officers, employees, agents and legal and financial advisers in order to enable...

Dive into our 113 Precedents related to Rescission

Which limitation period applies if two causes of action are being brought together which have different limitations?

Which limitation period applies if two causes of action are being brought together which have different limitations? Assuming that each cause of action has a distinct statutory limitation period, it would be possible for one cause of action to be time-barred, and therefore fail (or be struck out), whilst other causes of action might survive and ultimately be successful upon disposal of the claim. For example, in Brent London Borough Council v Davies, a complex series of different causes of action were brought against a number of defendants. The Court considered different limitation periods both with respect to the different causes of action and, within the different causes of action, to different elements of loss. However, the position is complicated where the causes of action include equitable claims which do not have an express statutory limitation period. For example, the tort of deceit has a six-year limitation period under section 2 of the Limitation Act 1980 (LA 1980). A claim in equity to rescind a contract for fraudulent misrepresentation,...

A tenant entered into a 12-month AST and the landlord has served a valid section 21 notice terminating the tenancy on the expiry of the term. The tenant entered into the tenancy having been assured by the landlord that they could stay for longer than one year. Does the client have any cause of action or remedy based on estoppel or misrepresentation?

A tenant entered into a 12-month AST and the landlord has served a valid section 21 notice terminating the tenancy on the expiry of the term. The tenant entered into the tenancy having been assured by the landlord that they could stay for longer than one year. Does the client have any cause of action or remedy based on estoppel or misrepresentation? Misrepresentation Misrepresentation is a statement of a fact which is untrue. In order to establish a misrepresentation you must be able to point to the represented words either on the page or electronically, or point to them being said by a certain person, on a certain date. There must be an actual representation or statement. The representation must be a fact, as distinct from a statement of opinion, a statement of intention or a commendatory statement. The representation must be false. The general rule is that, in determining whether there has been an express representation, and to what effect, the court has to consider what a...

See the 80 Q&As about Rescission

FTT upholds HMRC’s decision to revoke pension protection certificate (Lefort v HMRC)

Tax analysis: In Lefort, the First-tier Tax Tribunal (FTT) upheld HMRC’s decision to revoke the taxpayer’s certificate of fixed protection under the legislation reducing the pension schemes lifetime allowance in 2014.

Tax weekly highlights—24 October 2024

This week's edition of Tax weekly highlights includes: (1) a reminder of the forthcoming Autumn Budget—watch out for the analysis we will be producing of the business tax announcements, (2) the Independent Expert Panel on Corporate Re-domiciliation publishes its report proposing UK legal changes to enable companies incorporated overseas to become companies in the UK and (3) two News Analysis pieces exploring evidential and disclosure issues arising from two recent judicial review tax cases.

Read the latest 318 News articles on Rescission

Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

Case studies

"There's a good range of Risk and Compliance materials, checklists and outline frameworks in one place. I think that's the difference. Everything's much more searchable, it cuts time and we can find what we really want."

Southampton FC

Access all documents on Rescission

GET ACCESS NOW

Top

Trial

UU��ֱ��

GLOSSARY