Rescission meaning

This Checklist considers possible defences for a defendant facing a claim for misrepresentation. For assistance in understanding the nature of a misrepresentation claim and the core elements needed to prove it, refer to these Practice Notes: Misrepresentation—what it is and similar claims Misrepresentation—what statements will establish a claim? Misrepresentation—what is inducement?...

Qatar Investment and Project Developments Holding Co v Phoenix Ancient Art SA [2025] EWCA Civ 1300 What was the background? In this Court of Appeal matter, the respondents to the appeal (the claimants) applied, by way of an application, for security to cover their appeal costs. The appellants/defendants were Phoenix Ancient Art S.A., a Swiss company, together with Ali Aboutaam, a Swiss resident, and Hicham Aboutaam, resident in New York. The claimants had issued two separate claims against five defendants in total, of whom the first three were the present appellants: one action commenced in 2020 and a second in 2023 respectively. Each claim concerned the artefacts in issue, acquired and purchased from Phoenix, which the claimants alleged were counterfeit and inauthentic. The 2020 proceedings focused on a small chalcedony statuette depicting the goddess Nike. The 2023 proceedings concerned two further pieces, namely: a marble work titled the Head of Alexander the Great as Herakles, and a small chalcedony cameo described as the Phalera with an Imperial Eagle....

High Court judge Simon Picken concluded that Marme Inversiones 2007 SL’s claim against RBS could not succeed, as the Spanish investment vehicle failed to establish that the bank knowingly made false statements when selling it a number of Euribor-linked swaps in 2008. He further held that Marme would not, in any event, have relied on any such statements to enter the trades, since it was unaware of them at the time. In a 230-page judgment favouring the bank, now operating as NatWest Markets PLC, Judge Picken found that RBS neither engaged in, nor intended or attempted to engage in, manipulation of Euribor. Marme, the Spanish vehicle used by property magnate Glenn Maud to undertake a €1.575bn loan with a syndicate of European lenders led by RBS, had contended at trial that the swaps ought to be unwound due to the bank’s connections to the Euribor manipulation scandal, and sought €996m in damages. However, Judge Picken determined that the alleged representations underpinning Marme’s case were not apparent but instead artificial, and...

In this issue: Employee benefit trusts Budgets, Autumn Statements and Finance Bills Remuneration issues for financial services firms Useful Information Weekly highlights from other practice areas Employee benefit trusts JTC Employer Solutions Trustee Ltd (as trustee of the Henderson Family Benefit Trust) Garnett [2024] EWHC 3128 (Ch) This claim sought rescission of a number of deeds of appointment made under two employee benefit trusts (EBTs). The appointments established sub-trusts for named employees and their families under each trust and, in HMRC’s assessment, caused the appointed assets to fall outside the exemption in section 86 of the Inheritance Tax Act 1984 (Section 86), thereby creating potential inheritance tax exposures. The claimants argued that the appointments were executed on the mistaken assumption that the assets would remain within the Section 86 exemption, and that this error was sufficiently serious to justify setting the deeds aside. HMRC, in correspondence, raised objections that included the prospect of refusing relief on public policy...

Introduction This Practice Note is part of our LLB Contract Law suite, aimed at students. In contract law, a vitiating factor is something that damages the legal validity of the consent needed for a binding agreement. One such factor is misrepresentation, where one party makes a false statement to another. This Practice Note outlines misrepresentation in English contract law, showing how inaccurate pre-contract statements undermine real consent and render contracts voidable rather than void. It sets out the elements of an actionable claim (a false statement of fact or law, inducement and attribution), separates fraudulent, negligent and innocent misrepresentation, and reviews the key cases alongside the Misrepresentation Act 1967. Particular emphasis is placed on remedies, especially rescission and damages, and on the equitable bars to rescission (affirmation, lapse of time, impossibility of restitution, third-party rights and judicial discretion). Throughout, it brings together judicial reasoning, policy considerations and exam-focused guidance, illustrating how modern case law balances fairness to the misled party with certainty in commercial transactions. Overview Definition and...

The Companies Act 2006 (CA 2006) The Companies Act 2006 (CA 2006) sets out provisions that restrict and regulate substantial property transactions entered into between a company and its directors (see Practice Note: Substantial property transactions—requirement to obtain members’ approval). This Practice Note provides a summary of the CA 2006 provisions concerning the consequences where a company enters into a substantial property transaction without securing the requisite approval of the members, or without making the arrangement expressly conditional upon such approval being obtained, as required. For the purposes of these statutory provisions, ‘director’ includes any person occupying the office of director, by whatever name described, and also includes a shadow director. If the company undertaking a substantial property transaction has equity shares listed within the equity shares (commercial companies) category, the UK Listing Rules (UKLR), and notably UKLR 8 on related party transactions, may apply (see Practice Note: Equity shares (commercial companies) listing category—key continuing obligations)...

This Practice Note explores the availability of proprietary remedies (that is, remedies attaching to specific property, as opposed to a personal remedy, for example a damages claim) in the wake of rescission and rectification. Where a contract (or a gift) has been rescinded, or a contract has been rectified, one party may find themselves having incurred some loss as a consequence of the rescission or rectification. For example, when a contract is unwound the purpose is to restore the parties to the position they would have occupied as if the contract had never been made; yet, before rescission, property may have moved from one party to another, or to someone else. In that way, a claim in restitution may become available to deliver an appropriate form of relief. Such relief focuses on the property itself alone. What is rescission? Rescission is an equitable remedy designed to return the parties to the position they would have been in before a contract was formed or a gift was conferred. Under...

[ To be printed on the claimant solicitors’ letterhead ] Our ref: [ insert your file reference for this matter ] FAO [ RELEVANT NAME ] [ NAME OF PROPOSED DEFENDANT’S SOLICITORS, IF ANY ] [ ADDRESS LINE 1 ] [ ADDRESS LINE 2 ] [ POSTCODE ] [ DATE ] Dear [ insert name ] RE [ PROSPECTIVE CLAIMANT’S NAME ] AND [ PROSPECTIVE DEFENDANT’S NAME ] LETTER OF CLAIM [ We refer to our earlier correspondence dated [ insert date of previous correspondence, if any ]. ] [ As you are aware, we ] act for [ insert client’s full name ], of [ insert full address ]. This correspondence serves as our client’s letter of claim, issued in line with the Practice Direction Pre-Action Conduct and Protocols to the Civil Procedure Rules (the Practice Direction), and a copy is enclosed for your convenient reference. Please review the closing section of this letter, which...

This Deed is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of party ] of [ insert address ] (the Senior Lender); [ insert name of party ] of [ insert address ] (the Junior Lender ); [ insert name of party ], a company incorporated in [ England and Wales ] under number [ insert registered number ] whose registered office is at [ insert registered office ] (the Borrower ). Recitals: The Senior Lender has agreed to make available to the Borrower a loan facility in accordance with the terms of the Senior Facility Agreement (as defined below). It is a condition precedent to the utilisation of the Senior Facility (as defined below) that the Junior Lender and the Borrower enter into this Deed with the Senior Lender. [ [ insert further details if required ] ] The parties agree: 1...

[ ON THE HEADED NOTEPAPER OF CLAIMANT’S SOLICITORS ] Our ref: [ insert your file reference for this matter ] FAO [ RELEVANT NAME ] [ NAME OF DEFENDANT OR DEFENDANT’S SOLICITOR, IF KNOWN ][ ADDRESS LINE 1 ][ ADDRESS LINE 2 ][ POSTCODE ] [ DATE ] Dear [ insert name ] Re [ PROSPECTIVE CLAIMANT’S NAME ] AND [ PROSPECTIVE DEFENDANT’S NAME ] LETTER OF CLAIM Further to our correspondence dated [ insert date of previous correspondence, if any ], we now write in this matter. As you are aware, we are instructed by [ insert client’s full name ], of [ insert full address ]. This is our client’s letter of claim, issued in compliance with the Civil Procedure Rules’ Practice Direction – Pre-Action Conduct and Protocols (the Practice Direction). For your convenience, a copy is enclosed. Please note the concluding section of this letter, which sets out the deadline for your response and the consequences should...

Termination rights within a business contract When assessing termination rights in a business contract, it is essential to identify the various grounds for bringing the contract to an end. For instance, distinguish between ending for breach and termination without cause. You should also review how the termination clause interacts with other remedies and terms within the contract. Contractual provision for termination The Practice Note: Termination and expiry of contracts outlines the law, guidance and practice on ending an agreement, including the legal and practical implications of the route selected to conclude the agreement, whether the termination arises under an express termination provision, by rescission of the agreement, or due to a breach of contract. That Practice Note indicates it is commonplace for parties to negotiate terms that specify when an agreement may end, such as allowing termination on notice by either party. There is no general bar on a business contract conferring termination rights on only one party. It also reiterates that it is quite usual for...