Contracts: rectification and other ways to correct mistakes

by Gerard McMeel KC, Quadrant Chambers

xA practice note that provides guidance on correcting mistakes in written contracts, ranging from simple typographical errors to incorrect prices or scope. This practice note outlines the three principal methods for addressing such errors: rectification by consent, court-ordered rectification, and correction through contractual construction (interpretation). It explains how parties can amend a contract by agreement using a deed of rectification and the limitations of this approach. The main focus of this practice note is on the equitable remedy of rectification, detailing the grounds for a claim based on either common mistake or unilateral mistake. It explores the stringent evidential requirements for a successful claim, including the need for an outward expression of accord and the admissibility of prior negotiations, as established in key cases like FSHC Group Holdings Ltd v GLAS Trust Corp Ltd [2019] EWCA Civ 1361. This practice note also discusses correcting errors through construction and provides practical advice on choosing between claims for rectification and construction, which are often pleaded in the alternative.