Affirmation of contract CASES

In English law, affirmation of contract refers to a party’s decision to continue with a contract, despite being entitled to terminate it following a breach or misrepresentation.

Definition and Principles

When a contract is breached or affected by misrepresentation, the innocent party typically has a choice: terminate (rescind) or affirm (continue). Affirmation occurs through clear action or inaction indicating an intention to uphold the contract.

Common Examples

• Continuing to accept goods or payments after becoming aware of a breach.
• Expressly confirming intention to continue a contract after discovering a misrepresentation.
• Delay or failure to promptly terminate, suggesting acceptance of the breach.

Legal Implications

• Affirmation waives the right to terminate for the known breach.
• The affirming party retains the right to claim damages but not to rescind.

Practical Importance

Understanding affirmation helps parties manage breaches effectively, ensuring decisions on continuing or terminating contracts are deliberate, clear, and legally effective.