Some Mistakes Are Correctible: Another Look At Contract Rectification

It goes without saying that parties should never enter into contractual relations loosely, assuming that mistakes can easily be corrected after-the-fact. Nevertheless, from time to time, documentary mistakes do occur, and depending on the nature of the mistake, courts can sometimes be called on to correct the error. The recent Ontario Court of Appeal decision in McLean v. McLean¹ helpfully clarifies the law of contract rectification in a number of ways. At the same time, it also serves as a caution to aggrieved parties that such fixes are likely to be uncertain, expensive and time-consuming.

Facts of the case

The facts of the case are straightforward. In 1989, a farming couple decided to sell their farm to their son and daughter-in-law.  The sellers claimed that the sale was to occur at fair market value, with the purchase price fully secured by a 100% VTB mortgage. Unfortunately, both the transfer deed and mortgage failed to include, as part of the overall