RATIFICATION AND CIRCUMSTANCES IN WHICH DOCUMENTS CAN BE RECTIFIED

OPENING PARAGRAPH:

Rectification means correction of an error in an instrument in order to give effect to the real intention of the parties. Where a contract has been reduced into writing, in pursuance of a previous engagement, and the writing, owing to fraud or mutual mistake, fails to express the real intention of the parties, the court will rectify the written instrument in accordance with their true intent.

CONCERNED LAW AND PROVISION:

Part II, Chapter III and Sections 31–34 of the Specific Relief Act, 1877

WHAT IS RATIFICATION?

According to Halsbury’s Laws of England:

“Ratification of an instrument is a distinct equitable remedy based on the facts of an instrument not according with the intentions of the parties to it. It must be clearly shown that the parties had come to a final and genuine agreement and that the instrument had failed to record it.”

WHO CAN ASK FOR RATIFICATION?

The following persons may apply for rectification:

• a) Either party to the instrument, or
• b) His representative in interest.

CIRCUMSTANCES IN WHICH DOCUMENTS CAN BE RECTIFIED

(When an instrument may be rectified – Section 31)

1. WHEN THE INSTRUMENT IS MADE THROUGH FRAUD:
    An instrument may be rectified when it is made through fraud and does not truly express the intention of the parties.

2. WHEN THE INSTRUMENT IS MADE THROUGH A MUTUAL MISTAKE:
    An instrument may be rectified when the contract is made through a mutual mistake of the parties and does not truly express their real intention.

3. WHEN THE INSTRUMENT DOES NOT TRULY EXPRESS THE INTENTION OF PARTIES:
    Rectification is allowed when the document fails to represent the actual intent of both parties.

4. WHEN THE COURT FINDS THE INTENTION OF THE PARTIES CLEARLY PROVED:
    The court, in its discretion, may rectify the instrument so as to express the intentions of the parties when such intention is clearly proven.

WHEN INSTRUMENT MAY NOT BE RECTIFIED:

Rectification may not be granted where a third party has acquired rights in good faith and for valuable consideration. In such cases, the protection of bona fide purchasers overrides the rectification claim.

PRINCIPLES FOR THE RECTIFICATION OF INSTRUMENT (Section 33):

While rectifying a written instrument, the Court may inquire:
i. What the instrument was intended to mean;
ii. What were intended to be its legal consequences; and
iii. Is not confined to the inquiry of what the language of the instrument was intended to be.

SPECIFIC ENFORCEMENT OF RECTIFIED CONTRACT (Section 34):

A contract in writing may be first rectified and then, if the plaintiff has prayed for it in his plaint and the Court thinks fit, the contract may be specifically enforced.

CONCLUSION:

Rectification of an instrument is a form of Specific Relief in respect of contracts and instruments which deal exclusively with agreements in writing. Where parties have come to a contract but failed to express themselves correctly, if the mistake is real and mutual, and can be established by satisfactory proof, a court may reform the written instrument so as to make it conformable to the precise intent of the parties.