Recession vs. Repudiation vs. Rectification

Question 1

Recession

Answer 1

• setting aside a contract because of some defect affecting its formation, such as mistake, misrepresentation, duress, or undue influence
• Both parties are innocent when a contract is rescinded
• Can also be rescinded on consent of all parties to the contract
• The objective is to place the parties as closey as possible to their pre-contractual positions

Question 2

Repudiation

Answer 2

• if one party fails to perform an essential term of the contract, then the other party can sue for damages
• fundamentally breached the contract they can sue for damages
• They can affirm the contract and continue to preform and force the other party to perform under the contract

Question 3

Ratification

Answer 3

• court will “fix” a msitake in a contract (rare)
• Court will blueline or redline, they will change the contract to better reflect what the parties agreed to