Mistake in contract law

Published by a ��Ӱ�� Commercial expert

Practice notes

In-house

Mistake in contract law

Published by a ��Ӱ�� Commercial expert

Practice notes

In-house

This Practice Note considers the legal concept of mistake in contract law. It examines common mistake, mutual mistake, unilateral mistake, mistake as to identity and mistake as to the document signed (non est factum). It also considers the impact of each of these types of mistake on the contract and the correction of mistakes by rectification or construction.

For guidance on dealing with mistakes in the execution of documents, see Practice Note: Deeds—Failure to comply with formalities and other defects and our Execution toolkit, in particular, The Basics—Q&As—Mistakes in executing documents.

For more guidance where parties choose to correct a mistake by agreeing an amendment to the operative parts of a contract, see Practice Note: Contract variation.

What is a mistake?

A mistake is an erroneous belief held by one or both parties to a contract at the time of its formation. A mistake may arise as to the:

•
subject matter or terms of the contract
•
identity of the other party
•
nature of the transaction

Mistake should not be confused with a misrepresentation where

Jurisdiction(s):

United Kingdom

Key definition:

Mistake definition

What does Mistake mean?

A mistake of fact, though not generally a mistake of law, can afford a defence to a criminal charge and need not be reasonable unless the offence is one of negligence.

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