LEGAL PRINCIPLE: CONTRACT LAW – Misrepresentation – Representee’s Erroneous Interpretation
PRINCIPLE STATEMENT
Even if a statement is true in the sense in which the representor meant it but is so obscure that the representee understands it in another sense, in which it is untrue, the representor is not liable if his interpretation is the correct one. Rescission of a contract cannot be based on a misinterpretation of the representor's statement which on its true interpretation is not false.
RATIO DECIDENDI (SOURCE)
Per Ayoola, JSC, in Afegbai v. A.G., Edo State & Anor (2001) NLC-1111996(SC) at pp. 6–7; Paras E–A.
"Even if a statement is true in the sense in which the representor meant it but is so obscure that the representee understands it in another sense, in which it is untrue, the representor is not liable if his interpretation is the correct one. Rescission of a contract cannot be based on a misinterpretation of the representor's statement which on its true interpretation is not false."
EXPLANATION / SCOPE
A representor is not liable for the representee’s erroneous interpretation if the statement, on its true meaning, is correct. Rescission cannot be based on misinterpretation. The statement is judged objectively—what a reasonable person would understand. If the representee misunderstood due to their own error (even if the statement was obscure), the representor is not at fault. The representor’s actual intention matters but is not determinative if the objective meaning is clear. This protects representors from liability where the representee’s subjective misinterpretation, not the statement’s falsity, caused the misunderstanding. The test is objective reasonableness.