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American Restatement 2nd of the Law of Contracts

Title
American Restatement 2nd of the Law of Contracts
Content

American Restatement 2nd of the Law of Contracts

Chapter 6

§ 154 - When a Party Bears the Risk of a Mistake

A party bears the risk of a mistake when

(a)

the risk is allocated to him by agreement of the parties, or

(b)

he is aware, at the time the contract is made, that he has only limited knowledge with respect to facts to which the mistake relates but treats his limited knowledge as sufficient, or

(c)

the risk is allocated to him by the court on the ground that it is reasonable in the circumstances to do so.

§ 155. When Mistake Of Both Parties As To Written Expression Justifies Reformation

Where a writing that evidences or embodies an agreement in whole or in part fails to express theagreement because of a mistake of both parties as to the contents or effect of the writing, the courtmay at the request of a party reform the writing to express the agreement, except to the extent thatrights of third parties such as good faith purchasers for value will be unfairly affected.

§ 157 - Effect of Fault of Party Seeking Relief

A mistaken party's fault in failing to know or discover the facts before making the contract does not bar him from avoidance or reformation under the rules stated in this Chapter, unless his fault amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing.

Chapter 9 - The Scope of Contractual Obligations

Topic 2 - Considerations of Fairness and the Public Interest

§ 206 - Interpretation against the Draftsman

In choosing among the reasonable meanings of a promise or agreement or a term thereof, that meaning is generally preferred which operates against the party who supplies the words or from whom a writing otherwise proceeds.

Referring Principles
Trans-Lex Principle: IV.5.4 - Interpretation against the party that supplied the term
Trans-Lex Principle: IV.5.5 - Falsa demonstratio rule
Trans-Lex Principle: IV.7.3 - Right to avoid the contract for mistake in fact or law
A project of CENTRAL, University of Cologne.