Also known as: avoidance doctrine · avoidance
Written by attorneys · grounded in primary & secondary sources — see below
A doctrine that permits a party to rescind or reform a contract on grounds such as mistake. The doctrine applies even when the mistaken party failed to discover the facts before contracting unless that failure constitutes bad faith or a departure from reasonable standards of fair dealing.
Andre Antoine purchased seeds from a supplier after the supplier's representative claimed the variety was fully pest-resistant. Internal trial data contradicted the claim, but the representative hid the records during the farm visit. Andre later discovered the data and sought to avoid the contract. Because his failure to discover the facts did not amount to bad faith, the doctrine allowed him to rescind and recover the price paid.
Adrian Aguilar entered a services contract believing the counterparty's cost index would track actual expenses. Both parties later learned the index omitted a major cost component, producing a severe pricing error. Because Adrian's failure to discover the mismatch did not constitute bad faith, avoidance doctrines permitted rescission and restitution of payments made.
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Ariana Azizi contracted to purchase equipment after the seller's agent misrepresented the regulatory compliance data. Internal records the agent concealed showed the equipment would require costly retrofits. Ariana's nondiscovery of the records did not amount to bad faith, so avoidance doctrines allowed her to rescind and recover the purchase price.
Amelia Amari bought specialized software relying on the vendor's assurance that it met a key industry standard. The vendor had withheld test results showing the software failed the standard. Because Amelia's failure to discover the results did not constitute bad faith, avoidance doctrines permitted rescission and recovery of the amounts paid.
A party's fault bars avoidance only when it amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing. Ordinary negligence in failing to discover facts does not prevent rescission or reformation.
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A party who avoids a contract may recover in restitution any benefit conferred on the other party. The avoiding party must generally return benefits received, though improvements made in reliance may support a claim for their reasonable value.
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Reformation remains available even when the contract falls within the statute of frauds. Avoidance itself is not precluded by the writing requirement when grounds such as mistake or misrepresentation exist.
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…the exact words used, at its core would lie personal control over the manner of death, professional medical assistance, and the avoidance of unnecessary and severe physical suffering—combined. As Justice Souter points out, Justice Harlan's dissenting opinion in Poe v. Ullman offers some support for such a claim. In that…