What is "Rectification" in Contract Law? 1: Definition

The Ontario Court of Appeal put it very neatly in Royal Bank of Canada v. El-Bris Limited, [2008] 92 O.R. (3d) 779 (C.A.) :

Rectification is an equitable remedy designed to ensure that one party is not unjustly enriched at the expense of another. A court will rectify an inaccurately drawn written agreement so that it conforms to the agreement the parties intended to make. In Downtown King West Development Corp. v. Massey Ferguson Industries Ltd. 1996 CanLII 1232 (ON C.A.), (1996), 28 O.R. (3d) 327 at 336 (C.A.), Robins J.A. explained the remedy’s underlying rationale, while acknowledging that rectification cannot be used to correct every mistake.

"The remedy of rectification is available only in certain defined circumstances and cannot be invoked to correct every mistake. In principle, rectification is permitted, not for the purpose of altering the terms of an agreement, but to correct a contract which has been mistakenly drawn so as to carry out the common intention of the parties and have the contract reflect their true agreement. The remedy is normally granted only where the mistake is mutual or common to the contracting parties."

Rectification can address either a unilateral mistake or mutual mistake. Posts on these will follow after this one. Please come back and review them, or subscribe to this site's RSS feed.

It is important to note that a court may admit parol evidence to determine wither to rectify the terms of a written agreement to confirm to the real intention of the parties. Please see my subsequent post for information on the "parol evidence rule"!