Innocent Misrepresentation in a Contracts Claim

Authored by , LegalMatch Law Library Managing Editor and Attorney at Law

Locate a Local Business Lawyer

Most Common Business Law Issues:

What is Innocent Misrepresentation in a Contracts Claim?

In a contracts setting, innocent misrepresentation may occur where one party makes a material misrepresentation regarding the contract, but has reasonable grounds to believe that their statement is true. 

Under contracts law, innocent misrepresentation can serve as a valid cause of action.  Thus, even if the defendant did not intend to make a misrepresentation, they may still be held liable for the plaintiff’s losses under the innocent misrepresentation theory.  Oftentimes, innocent misrepresentation is asserted where it is difficult to prove that the defendant acted intentionally (as in contract fraud).

An example of innocent misrepresentation is where a party sells a computer and markets it as “good as new”, when in fact it may be several years old with many internal defects. 

What is Needed to Prove Innocent Misrepresentation?

Proving innocent misrepresentation can sometimes be difficult, since it isn’t necessary for the defendant to act intentionally regarding the misrepresentation.  Though these may vary slightly by jurisdiction, the elements for proving innocent misrepresentation are:

If each of these elements can’t be proven, it may serve as a defense for the defendant.  For example, if the plaintiff didn’t actually suffer any losses as a result of entering into the contract, the defendant can’t be held liable for innocent misrepresentation. 

What are the Remedies for Innocent Misrepresentation?

The most common remedy for innocent misrepresentation in a contract claim is contract rescission.  This is where the court orders the entire contract to be cancelled, in order to restore the parties to their positions before entering into the agreement.  In some cases the parties may be allowed to write a new contract in light of the new facts regarding the subject matter, especially if the parties are still willing to work together.

In some jurisdictions, a court may issue a monetary damages award for the plaintiff, if they decide that it is equitable to do so.  This is usually only an option where the plaintiff has suffered great financial losses as a result of the misrepresentation, or where rescission is not an adequate remedy. 

Do I Need a Lawyer if I Have Legal Issues Involving Innocent Misrepresentation?

Innocent misrepresentation in a contract claim can sometimes lead to complex legal issues between the parties.  In general, it’s best to work with an experienced contracts lawyer if you are facing issues involving innocent misrepresentation.  Your attorney can help represent you in court so that you obtain the appropriate remedy.  Also, it’s generally wise to hire a lawyer early on during the contract drafting stages, in order to avoid issues like innocent misrepresentation. 

Consult a Lawyer - Present Your Case Now!
Last Modified: 06-20-2012 01:59 PM PDT

Find the Right Lawyer Now

Did you find this article informative?

Link to this page

Law Library Disclaimer

Innocent Misrepresentation in a Contracts Claim, contract,misrepresentation,innocent,false,rescission,law,lawyer,attorney