LEGAL PRINCIPLE: EQUITY AND TRUSTS — Rectification — Conditions Precedent — Need for Clear Antecedent Agreement Continuing Unchanged
PRINCIPLE STATEMENT
For rectification to be granted, the antecedent agreement must be clear and unequivocal and must have continued unchanged until the execution of the final document; rectification may only be done upon convincing proof that the concluded instrument does not represent the common intention of the parties.
RATIO DECIDENDI (SOURCE)
Per Uwaifo, JSC, in First Fuels Ltd v. The Vessel 'Leona II' (2002) NLC-3102001(SC) at p. 25; Paras A–D.
"Basically, the object of a suit for rectification is to bring a document, which was intended to give effect to a prior agreement into harmony with that prior agreement. For rectification to receive consideration, the antecedent agreement must be clear and unequivocal and must have continued unchanged until the execution of the final document. It must therefore be proved that the final document did not carry out the parties' earlier, and unchanged, agreement. Rectification may only be done upon convincing proof that the concluded instrument does not represent the common intention of the parties since the alleged common intention ex hypothesi contradicts the written instrument."
EXPLANATION / SCOPE
Rectification requires a prior, clear, and unequivocal agreement that continued unchanged until the execution of the final document. The party seeking rectification must prove that the final document does not reflect the common intention. The standard of proof is convincing evidence. The remedy is not available where the antecedent agreement is vague or disputed. The court will not rectify a document to reflect an agreement that changed over time. The principle ensures that rectification is not used to rewrite contracts. The burden is on the party seeking rectification. The rule protects the integrity of written instruments.
