Commercial and construction contracts can be complex and fairly voluminous and the documents forming the contract can often run to a number of files, or more. During the tendering process, various documents often pass backwards and forwards between the negotiating parties and it is very common for multiple versions of the same document to be shared. The upshot of this is that by the time the parties have reached an enforceable agreement, some hundreds of emails will have passed and people within the various party organisations will have read and commented on many drafts of different documents. Then, when everything has been agreed and formalised, it will often be the responsibility of a person or a small team within each organisation to finalise the contract documentation. It is here, at this stage, that the scope for human error is potentially huge. It is quite easy to see how someone might include the wrong (or wrong version of) documents within the finalised contract and how such an error might go unnoticed for some time. Indeed, in Milton Keynes v Viridor (Community Recycling MK) Ltd, Coulson J remarked that such an error:
“… is perhaps a sad reflection of the fact that modern day contracts of this kind are so complicated that nobody… bothers to check the actual documentation being signed.”
Where such an error creeps in, what options are available to the parties?
In reaching his judgment in Milton Keynes v Viridor, Coulson J helpfully set out and summarised the principles applicable to the law on rectification. Continue reading
