rectification

In the context of contract law, rectification is a basis to apply to court to amend a document in the event that the document does not reflect the agreement of the parties. Most types of mercantile documents may be rectified including commercial contracts, transfers of shares, conveyances, deeds and leases.

The requirements of rectification are that there is an agreement prior to the preparation of the document; there is strong, irrefragable evidence that document does not reflect the agreement reached between the parties by mistake; the document does not record the common intention of the parties; a party's awareness of the error in the document will not of itself prevent rectification.

Rectification allows the correction of the recording of the agreement in writing rather than the agreement itself.

Where a party has involved themselves in sharp practice or their conscience should be affected by the practice, rectification has been made available.

Oral evidence may be admitted to prove the subjective intentions of the parties at the time of the contract. When an order for rectification is made, the court will usually order specific performance of the amended contract.

Wills and public registers such as the Trade Marks Register and the Register of Companies may also be rectified where errors exist.

Usage: Rectification of the agreement was declined by the court as the order would prejudice a bona fide purchaser for value without notice.

Related Words: contract; deed; lease; conveyance; Register; mistake of fact; mistake of law; mutual mistake; unilateral mistake; non est factum.