Doctrinal basis of delay as a bar to equitable rescission of contracts

• Main Author: LOW, Tse Loong Ryan
• Format: text
• Language: English
• Published: Institutional Knowledge at Singapore Management University 2024
• Subjects: Asian Studies; Contracts
• Online Access: https://ink.library.smu.edu.sg/sljlexicon/37; https://ink.library.smu.edu.sg/context/sljlexicon/article/1037/viewcontent/Doctrinal_Basis_of_Delay.pdf
• Institution: Singapore Management University

The 2015 EWCA decision of Salt v Stratstone Specialist Ltd (t/a Stratstone Cadillac Newcastle) [2015] EWCA Civ 745 casts doubt on the proposition that an inordinate lapse of time alone could operate as a bar to rescission. The court grounded the operation of delay in the doctrine of laches, but as this paper will find, laches is an unsatisfactory explanation for the effect of mere delay on one’s powers of rescission, requiring something more than lapse of time alone. Other competing theories like reference to the Limitation Act 1959 by analogy, and the Sale of Goods Act 1979, have been raised by commentators but each of these prove to be deficient in their own way. In light of their shortcomings, the overlaps between the doctrinal bases and requirements of delay and the other bars to rescission, this paper makes the case for the rejection of mere delay as a bar to rescission, should the issue arise in the Singapore courts. More broadly, the issue of delay is also one that is not adequately addressed in the broader statutory scheme, across the Limitation Act 1959, the Misrepresentation Act 1973, and the Sale of Goods Act 1979.