LEGAL PRINCIPLE: EQUITY AND TRUSTS — Rectification — Nature of Remedy — Rectification Corrects Mistake in Recording, Not Mistake in Agreement
PRINCIPLE STATEMENT
Rectification corrects a defect in recording what the document was intended to record, not mistakes in the terms agreed upon or in forming an intention; courts do not rectify contracts but may rectify instruments.
RATIO DECIDENDI (SOURCE)
Per Ayoola, JSC, in First Fuels Ltd v. The Vessel 'Leona II' (2002) NLC-3102001(SC) at pp. 10–11; Paras E–A.
"The defect that is corrected by rectification is the defect in the recording of what the document was intended to record and not mistakes as to the terms agreed on or in forming an intention as to the transaction recorded. A want of authority of a contradicting party to agree to particular terms embodied in the written agreement is not cured by seeking to rectify the document to bring the terms in line with what is within the authority of the contracting party. It is an established rule that Courts in equity do not rectify contracts; they may and do rectify instruments."
EXPLANATION / SCOPE
Rectification corrects mistakes in recording the intended agreement, not mistakes in the agreement itself. The court does not rectify contracts; it rectifies instruments to reflect the actual contract. The remedy is not available to correct a party’s mistake in entering the contract. There must be a prior concluded agreement that was inaccurately recorded. The principle ensures that rectification is not used to rewrite contracts. The party must show that the document does not reflect the common intention. The rule applies to all instruments. The court will not create a new agreement under the guise of rectification. The remedy is limited to recording errors.
