Boyd & Forrest v GWSR Co [1915] UKHL 3 (25 January 1915)

Boyd & Forrest v GWSR Co [1915] UKHL 3 (25 January 1915)

The House of Lords held that, absent fraud, the contract could not be rescinded for innocent misrepresentation where the parties could not be restored to their original positions, as the work was completed and restitution was impossible. The contract placed the risk of the strata on the contractors, and the protective clauses excluded liability for innocent misrepresentation. No new contract for payment on a quantum meruit basis could be implied. The appeal succeeded and the contract stood.

Citation
[1915] UKHL 3
Parties
Pursuers/respondents: Boyd & Forrest; Defenders/appellants: Glasgow and South-Western Railway Co.
Jurisdiction
United Kingdom
Judgment Date
25 January 1915
Procedural Posture
Civil Appeal (contract) / Final Appeal Before House of Lords
Outcome
Appeal allowed; interlocutor of the Second Division reversed; cross-appeal dismissed with costs.
Legal Topics
Misrepresentation, Fraud, Rescission, Quantum Meruit, Restitutio in Integrum, Construction Contracts
Contract Law Misrepresentation Fraud Rescission Quantum Meruit Restitutio in Integrum Construction Contracts

Case Brief

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Parties

Boyd & Forrest

Pursuers/respondents

Glasgow and South-Western Railway Co.

Defenders/appellants

Procedural Posture

Civil Appeal (contract) / Final Appeal Before House of Lords

Legal Issues

  1. 1 Whether innocent or fraudulent misrepresentation by the Railway Company's engineer entitled the contractors to rescind the contract or claim damages
  2. 2 Whether the contract could be set aside and replaced by a quantum meruit basis of payment after completion of the works
  3. 3 Whether the doctrine of restitutio in integrum applied when the contract had been fully performed and restitution was impossible

Ratio Decidendi

The House of Lords held that, absent fraud, the contract could not be rescinded for innocent misrepresentation where the parties could not be restored to their original positions, as the work was completed and restitution was impossible. The contract placed the risk of the strata on the contractors, and the protective clauses excluded liability for innocent misrepresentation. No new contract for payment on a quantum meruit basis could be implied. The appeal succeeded and the contract stood.

Court Disposition

Appeal allowed; interlocutor of the Second Division reversed; cross-appeal dismissed with costs.

Orders

  • The contract of September 1900 stands; no rescission or quantum meruit payment is allowed.
  • Respondents to pay appellants' costs in the House of Lords and below.