Mutual Mistake Clause Samples

The Mutual Mistake clause addresses situations where both parties to a contract are mistaken about a fundamental fact at the time the agreement is made. This clause typically allows either party to void or renegotiate the contract if it is later discovered that a shared, incorrect assumption significantly affected the basis of their agreement—for example, if both parties believed a piece of property existed when it did not. Its core function is to ensure fairness by providing a remedy when an unforeseen, mutual error undermines the validity of the contract, thereby preventing unjust outcomes.
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Mutual Mistake. If the Parties determine that the Seller and its Affiliates did not transfer to one of the Acquired Companies any material asset that the Parties mutually agree they both intended to be included as an Acquired Company Asset, the Parties will cooperate to effect such transfer as promptly as practical.
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Mutual Mistake. As many first-year Contracts professors know,49 the doctrine of mistake continues to baffle many students who are unable to reconcile the different outcomes in similar cases.50 The cases where an adversely affected party has been allowed to avoid a contract on the grounds of mutual mistake are inconsistent in both reasoning and result.51 In one familiar case, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the plaintiff sold what she believed to be a rock to the defendant, who was also unaware of its identity. 52 When the plaintiff discovered that the rock was in fact an uncut diamond, she sought to rescind the sale by offering the original price plus interest.53 The buyer refused and the seller sued.54 The court found that the seller had assumed the risk that the stone would be of greater value than the price the buyer paid.55 ▇▇▇▇▇▇▇▇ ▇. Walker56 stands in ▇▇▇▇▇ contrast. In that case, the parties entered into an agreement for the sale of a cow.57 Both parties believed that the cow was barren.58 When the cow was discovered to be 49. See generally Cherry, supra note 7.
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Mutual Mistake. 1. Will be grounds for voiding a contract if: a. The mistake relates to a fact that was in existence at the time of the contract. b. The mistake is shared by both parties. c. The mistake relates to a basic assumption on which the contract was made (something central to the contract, rather than a minor or peripheral matter). d. The mistake has a material effect on the agreed exchange of performances. e. The complaining party did not bear the risk of the mistake. 2. Restatement – 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 was made, that he has only limited knowledge with respect to the facts to which the mistake relates but treats his limited knowledge as sufficient, or c. The risk is allocated to him by the court b/c it is reasonable to do so.
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Mutual Mistake. 44 (k) Post-Closing Financial Statements..............................................................44 (l) Real Property Matters..........................................................................45 7. Conditions to Obligation to Close.......................................................................45 (a) Conditions to Obligation of the Buyer..........................................................45 (b) Conditions to Obligation of the Seller.........................................................46 8. Obligations, Survival and Indemnification...............................................................47 (a) Survival of Representations, Warranties and Covenants..........................................47 (b) Indemnification Provisions for Benefit of the Buyer............................................47 (c) Indemnification Provisions for Benefit of the Seller...........................................50 (d) Matters Involving Third Parties................................................................51 (e) Determination of Amount of Adverse Consequences................................................52 (f) Tax Treatment of Indemnity Payments............................................................53 (g) Exclusive Remedy...............................................................................53 (h) Disclaimer of Representations and Warranties...................................................53
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Related to Mutual Mistake

  • Mutual Aid When rendering mutual aid or assistance as authorized in H&SC Sections 13050 and 13054, STATE may, at the request of LOCAL AGENCY, demand payment of charges and seek reimbursement of LOCAL AGENCY costs for personnel, equipment and operating expenses as funded herein, under authority given by H&SC Sections 13051 and 13054. STATE, in seeking said reimbursement pursuant to such request of LOCAL AGENCY, shall represent LOCAL AGENCY by following the procedures set forth in H&SC Section 13052. Any recovery of LOCAL AGENCY costs, less expenses, shall be paid or credited to LOCAL AGENCY, as directed by LOCAL AGENCY. In all such instances, STATE shall give timely notice of the possible application of H&SC Sections 13051 and 13054 to the officer designated by LOCAL AGENCY.

  • Mutual Warranty Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

  • Mutual Cooperation In any contest of a tax or fee by one Party, the other Party shall cooperate fully by providing records, testimony and such additional information or assistance as may reasonably be necessary to pursue the contest. Further, the other Party shall be reimbursed for any reasonable and necessary out- of-pocket copying and travel expenses incurred in assisting in such contest.

  • Mutual Warranties Each party represents and warrants to the other that: (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such party in accordance with its terms; (b) no authorization or approval from any third party is required in connection with such party’s execution, delivery, or performance of this Agreement; and (c) the execution, delivery, and performance of this Agreement does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

  • Mutual Termination This Agreement may be terminated by mutual agreement by the Parties.