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Part II Related Doctrines, 17 Rectification and Correcting Mistakes through Construction

From: McMeel on The Construction of Contracts (3rd Edition)

Gerard McMeel

From: Oxford Legal Research Library (http://olrl.ouplaw.com). (c) Oxford University Press, 2023. All Rights Reserved.date: 24 March 2023

Breach of contract — Formation of contract — Interpretation of contract — Remedies for breach of contract

This chapter concerns the equitable remedy of rectification of documents. This remedy is one which rewrites or amends documents where there is a mismatch between the parties' actual agreement and the instrument which purports to record it. The ultimate rationale of this equitable supplement to the common law is the strongly objective approach which the law takes to the formation of contracts, and the interpretation of agreements which are reduced to writing. The primacy which English law gives to the documentary contract, coupled with the strongly objective interpretative principle, are celebrated as one of the great strengths of English contract and commercial law, promoting the virtues of certainty and predictability. Accordingly, rectification of documents to accord with the parties' mistaken belief that the written word corresponds to their actual agreement acts as a subjective qualification or ‘safety valve’ to the objective principle to meet the justice of such cases.

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