INTRODUCTION
Rectification of an instrument refers to correcting or modifying an error, ambiguity, or mistake in a legal document or contract. It aims to ensure that the instrument accurately reflects the original intention of the parties or not. It also eliminates any inconsistencies or discrepancies that could lead to misunderstandings or disputes.
RELEVANT PROVISIONS
Sections 31 and 34 of the Specific Relief Act. 1887, deal with the rectification of the instrument.
LITERAL MEANING OF RECTIFICATION
The word rectification means to rectify or correct.
INSTRUMENT
The Specific Relief Act 1887 does not define an instrument. The term “Instrument” has been defined in Section 2 (14) of the Stamp Act, of 1899:
An instrument includes a document by which any right or liability is created, transferred, limited, extended, extinguished, or recorded.
RECTIFICATION
Rectification of the instrument is an equitable remedy that is granted when the facts of the instrument are not according to the intention of the parties when the parties come to a genuine agreement and the instrument fails to record it.
In other words, we can say that when the intention of the parties to the contract is not clear or obvious from the face of the contract, the remedy available to the parties is the rectification of the contract under the Specific Relief Act 1877.
ORIGIN OF PRINCIPLE OF RECTIFICATION:
Equity prevailed due to the rigidity in the procedure of common law. When the common law did not grant relief to the sufferers, equity came forward to soften the principles of common law. The jurisdiction of the equity to rectify the defective instruments was asserted in 1749 by Lord Hardwick in the Henkel vs. Royal Exchange Insurance Co case.
PRINCIPELS OF RETIFICATION
It is a principle on which the court acts in correcting instruments that the parties are to be placed in the position in which they would have stored if no error had been committed.
Essentials of Suit for the Rectification
There are some conditions that the plaintiff has to prove or keep in mind while getting the contract rectified by the Court. These are as under.
- There must be an element of fraud in the contract made by the parties.
- There must be a mutual mistake on the part of both parties to the contract
- The suit of the plaintiff must be about the written instrument between them
- The plaintiff must be a party to the contract
- The plaintiff can file the suit for rectification within three years after having knowledge of the fraud or mutual mistake in the contract
- The plaintiff also has to prove to the Court deciding the matter that the contract between the parties does not show or reflect the intention of the parties to the contract
- The plaintiff also has to prove to the Court that there is no other remedy except the rectification of the contract.
Intent of Parties
To rectify a contract in writing, the court must be satisfied that all the parties thereto intended to make an equitable and conscientious agreement.
Scope of Rectification
The character and spirit of rectification are that there exists between the parties a complete and perfectly agreeable and inoffensive contract, but the writing designed to embody it is either from fraud or mutual mistake in cases of rectification, the Court does not put it to another party to submit to the variation alleged but makes the instrument comfortable to the intention of the parties without any such offer or submission.
WHO MAY RECTIFY THE INSTRUMENT
A court interferes only between the original parties or those claiming under them. It must be kept in mind that no relief is granted against a bona fide purchaser for value without notice.
The persons who can claim the rectification other than the parties to the contract are as under;
- Heirs
- Legatees
- Assignees with notice
WHEN AN INSTRUMENT MAY BE RECTIFIED?
An instrument is rectified when it does not clearly show the intention of the parties to the contract. The contract must show the real intention of the parties to the contract. The relief is to be specifically claimed by the plaintiff. The plaintiff also has to prove that there is an element of fraud or mutual mistake on the part of both parties. For proving fraud or mutual mistake, oral evidence is admissible to some extent. However, only the oral evidence will not be admissible when the claim of the plaintiff is expressly denied by the defendant.
EXCEPTION TO THE RECTIFICATION
There is an exception to the rule of rectification The relief of rectification will not be granted when it is prejudiced to the rights acquired by the third party in good faith and for value.
WHAT INSTRUMENTS ARE RECTIFIED?
Any instrument can be rectified. But a Will that clearly shows the intention of the testator can not be rectified. It is also pertinent to mention here that for a mistake of law, rectification is available. The Court will allow the rectification of an instrument to bring the legal consequences into conformity with those intended by the parties.
EFFECT OF RECTIFICATION
This is also an important factor that what the effect of the rectification is The decree of rectification will have retrospective force The document has to be read as if it had been originally drawn in its rectified form.
DISTINCTION B/w RECTIFICATION & VARIATION
The concepts of rectification and variation are distinguished from each other.
As to Nature
Rectification: Rectification is claimed by the plaintiff under section 31
Variation: Variation is claimed by the defendant as a defence in a suit for the specific performance
As to Application
Rectification: Rectification is applied to both executory and executed contacts
Variation: Variation is applied only to executory contracts.
As to Grounds
Rectification: The grounds for the rectification of the instrument are limited to fraud and mutual mistake
Variation: The grounds for variation are Fraud and misrepresentation. misapprehension, unfair practice, and surprise
As to Claim
Rectification: Rectification can be claimed by a representative in the interest of the party to the contract
Variation: Variation can not be claimed by the representative in the interest of the party to the contract
CONCLUSION
It is concluded that the doctrine of rectification of instrument is based on the maxim “Equity looks to the intent rather than the form”. The equity court tries to rectify the written contracts and instruments so that they can be conformable with the true intent of the party.
FAQs
When an instrument may be rectified? Discuss principles of rectification.
(2019-S, 2012-S)
What is rectification and on what principles it is based? When instruments may be rectified. Discuss?
(2018-A, 2016-S, 2014-S)
Who may rectify the instrument?
When instruments may be rectified?
Discuss the specific enforcement of the rectified contract.
