What must be shown
A misrepresentation is an untrue statement of fact (or, in many cases, of law) made before the contract, which induced you to enter it. Sales puffery ("the best location in Dublin") doesn't count; statements of opinion generally don't either — unless the opinion wasn't honestly held or implied facts the maker knew to be false. Silence is usually not misrepresentation, but half-truths, statements falsified by later events before signing, and concealment can be.
Three kinds, three consequences
- Fraudulent — the maker knew it was false or was reckless whether it was: rescission plus damages in the tort of deceit, the widest recovery, and no exclusion clause protects a fraudster
- Negligent — made carelessly, without reasonable grounds: damages and/or rescission, through common law negligent misstatement and statutory routes
- Innocent — honestly and reasonably believed: remedies centre on rescission, with more limited monetary relief
Rescission and its limits
Rescission unwinds the contract entirely — each side hands back what it received. It is powerful but fragile: it can be lost through affirmation (carrying on with the contract after learning the truth), delay, impossibility of restoring the parties' positions, or third-party rights. The practical lesson repeats across every case we've run: the moment you suspect you were misled, take advice before doing anything that affirms the contract.
The contract will fight back
Expect the other side to rely on entire agreement and non-reliance clauses — effective to a point, strictly construed, and powerless against fraud. Expect an argument that you relied on your own diligence, not their statement. Evidence answers both: the emails and documents in which the statement was made, and what you did because of it. Preserve them from day one.
How our fees work
You get a fixed quote in writing before any work starts — no hourly-rate surprises and no meter running while you think. If the scope changes, the quote is revised in writing before we continue. In contentious business, a solicitor may not calculate fees or other charges as a percentage or proportion of any award or settlement. How contract solicitor fees work in Ireland →
Frequently asked questions
What's the difference between misrepresentation and breach of contract?
Breach concerns promises inside the contract; misrepresentation concerns statements that induced you into it. The distinction drives remedies: breach gives expectation damages; misrepresentation can unwind the contract and, in fraud, reach losses ordinary contract damages never would. Many cases plead both.
How long do I have to bring a misrepresentation claim?
Limitation depends on the route pleaded — contract, tort and statute each carry their own clocks, generally six years but with different start points, and rescission is additionally vulnerable to delay itself. Treat time as short regardless: affirmation and delay kill these claims faster than the statute does.
The seller's accountant produced the false figures. Can I claim against them?
Possibly — negligent misstatement claims against third-party professionals exist where a duty of care arises, within limits the courts police carefully. It's a fact-specific analysis worth doing early, especially if the contracting counterparty can't pay.
Talk to a solicitor who reads contracts for a living. Call Mary Molloy Solicitors today.
Whether you are drafting terms for your business, handed a contract to sign, or unsure what a clause commits you to, an early conversation costs little and prevents a lot.
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