Contract Terms
- Puffery – just sales talk
- Representations – not contractual terms. Fine line between puffery and representations. Statement made with the intention of inducing you to enter into the contract.
- Innocent misrepresentation – Remedy à equitable rescission
- Fraudulent misrepresentation – Remedy à common law rescission
- Negligent misrepresentation – Remedy à tort reliance
- Warranties – they are terms of the contract. Breach of a warranty entitles damages, but does not entitle stopping entire contract.
- Remedy à expectation damages (Dick Bentley)
- Conditions – terms of the contract. Performance by one party is conditional on performance by the other party. If one party breaches a condition, it is a repudiation of the K (aka. discharge for breach). Breach of a condition entitles the other party to cease performance accept end of contract and: (No difference if K is completed)
- Sue for damages. P could then sue for expectation damages. Puts the P in the same position as if the K had been performed.
- Sue in restitution. This would be rescission – making it as if the K never happened (void ab initio). Both parties can sue to get their benefits back.
Ex. Contract to build a house. $10,000 down payment. Contractor expecting $20,000 profit at completion. Contractor has spent $50,000. Buyer repudiates
- damages: $50k reliance + $20k expectation - $10k deposit = $60k
- restitution: $50k reliance - $10k deposit = $40k
Ex 2. The builder is building a $50k house, expects a $10k LOSS and receives a deposit of $10k, then the client breaches the contract.
- Damages = $50k reliance - $10k deposit - $10k expectation = $30k
- restitution: $50k reliance - $10k deposit = $40k
Misrepresentations
A representation is not a contractual term; it is a representation of fact (not law or future fact)
(1) innocent misrepresentation
a. remedy à equitable rescission
i. cannot get reliance damages
ii. not available after execution of K
iii. can take benefits conferred into account
(2) fraudulent misrepresentation
a. remedy à common law rescission
i. can get reliance damages
ii. can rescind at any time (even after execution)
iii. does not take benefits conferred into account
(3) negligent misrepresentation
a. remedy à tort reliance
| Rescission at Common Law | Rescission at Equity |
| Only available where there has been fraud (better be sure its fraud too!) | Does not require fraud. Can get rescission at equity for innocent misrepresentations |
| Can get damages for reliance (because fraud is also a tort) | No damages for reliance. Can only get back any benefits conferred (get back money/goods) |
| If you’ve enjoyed a benefit, common law could not account for that benefit. | Can take benefits into account by making deductions for the benefit |
| Can rescind at any time | Not available after execution |
Innocent Representations vs. Warranties
§ representations – all you can do if they are innocent is tear up the contract
§ Warranty – breach will lead to damages
§ P will try to make it a warranty instead of a representation
Innocent Misrepresentation
Innocent misrepresentation = a false statement that neither party knows is false.
Test for Innocent misrepresentation: (Redgrave v. Hurd)
(1) There was a material representation (something important in the decision to enter K) that turns out to be false
(2) The representation induced the other party into the K (i.e. there was reliance on the representation)
(3) The representee didn’t know the representation was false
*** innocent misrepresentation claims must be brought before K is fully performed ***
Remedy for innocent misrepresentation à Equitable Rescission
- The only remedy is equitable rescission. This tears the contract up at the start and returns any benefits conferred.
- Does not account for any reliance damages.
- Not available after execution of contract (this rule has relaxed – if there is substantial error, will grant rescission after deal has closed.)
Redgrave v. Hurd (1881) ** leading case **
- FACTS: P purchased the solicitor business and house of the D. The D misrepresented profits, showing P some papers to confirm. P did not look at papers. P paid $100 deposit and would pay $1600 on closing. P moves his family and then discovers misrepresentation P seeks rescission of contract and reliance damages
- COURT: held for P – gave rescission of contract and restitution (gets back deposit) but no reliance damages
§
§ He gets no damages for moving costs because he couldn’t prove fraud
§ Even though P did not look at documents (negligence), he can still claim rescission. When there is a misrepresentation, court will presume that other party relied upon it.
§ D can rebut that presumption by showing that other party had not relied upon it (either by showing the P had facts to the contrary of the misrepresentation, or that P did not actually rely on misrepresentation
§ Had the contract been completed (paid the $1600 to chose the deal), he would have been screwed. His right to equitable remedy would have been over
Negligent Misrepresentations – a tort
Historically there was a gap in that there was no remedy for misrepresentations that fell between innocent (no damages, only rescission) and fraudulent (which required dishonesty and not just negligence). But then came along collateral warranties but this required intent by the parties to form a warranty (see Heilbut and Dick Bentley). So there was still a gap. E.g.
Requirements for a negligent misrepresentation: (Hedley Burn)
(1) there must be an untrue statement
(2) it must have been made negligently
(3) there must be a special relationship giving rise to a duty of care
(4) there must be reliance which is foreseeable.
Remedy for negligence misrepresentation à reliance in tort
- position the P would be in had the tort never been committed. Includes opportunity costs
Issues:
(1) Limitation periods.
a. Tort may have a longer limitation period. In tort, the limitation period starts running on the date that the P becomes aware that a tort was done. In contract, the limitation starts on the date of breach
(2) Damages
a. Tort = reliance (Esso)
b. Contract = expectation (although they may often be the same – Mason)
(3) Concurrency
a. If there is concurrency, can sue in either tort or contract (Checko)
b. Contract governs tort – can impose a higher or lower standard of care (Checko)
c. The contract will govern the tort as long as it speak to what the tort is about (Cognos)
- FACTS: Contract for accountant to provide financial statements for a company, but does so negligently. Third party relies on them, invests, and suffers loss.
- COURT: Dismissed since no dishonesty (i.e. no fraud) and no contract between accountant and investor (i.e. doctrine of privity was still being strictly applied). Thus no action here (since negligent misrepresentation not yet in existence).
o concern that allowing such claims for negligent misrepresentation would open the floodgates with potential of unlimited numbers of plaintiffs
Hedley Burn and Heller (1963, HL) – recognized tort of negligent misrepresentations
- FACTS: P ad agency asked D bank for a reference regarding one of its clients. D says that client will be able to meet financial obligations. Client does not. P sues D for negligence.
- COURT: Held for D because of a disclaimer
o BUT House of Lords recognizes that there is a duty of care in special relationships when providing advice, information or opinion, even if the loss is only economic in nature. This is the tort of negligent misrepresentation.
§ Fills the gap between innocent misrepresentation (no expectation damages) and fraudulent misrepresentation (difficult to prove, gives full damages)
§ Full tort damages are recoverable
Esso Petroleum v. Martin (1976,
- FACTS: P leases a gas station, D tells him that the station will sell 200k gallons/year. Town council restricts the gas station; D tells P that this won’t affect sales. D enters three year lease. Sales suck. P sues.
- COURT: Held for P.
o Misrepresentation was NOT elevated to a warranty of the contract.
o This was a tort of negligent misrepresentation. Can have a tort case in a contract
- DAMAGES
o What position would the P be in had the tort never been committed? This is not the contract test of what position that the party would have been in if the contract had been performed. It’s the position the P would be in if the damage had not been done.
§ P put in capital investment, borrowed from the bank, wasted 4 years
§ Not simply a calculation of what he had spent in trying to make the operation work. Allowed opportunity costs.
o Tort damages are probably very similar to damages from breach of contract
- Existence of a contract does not preclude a torts claim. Can have tort and contracts claims side by side
o Ex. A lawyer who is under a contract is expected to use due professional care. He is expected to use professional care by torts
o Ex. A chauffeur is hired. There is an implied term of that contract that he drive with care. If he is in an accident, you can sue in contracts for breach of contract.
Tort and Contracts in Negligent Misrepresentation
BG Checo v.. BC Hydro (1993, SCC. LaForest & McLachlin JJ)
- Leading Canadian case on concurrency between torts and contracts
- FACTS: P was going to build power lines in BC’s interior, and D was going to clear a right of way. D guarantees that right of way will be cleared. This was explicitly included in the K. D doesn’t clear right of way, P sues.
- COURT: Held for P. P can sue in contracts and tort (negligent misrepresentation) even though the representation was an express term of the contract. P is entitled to all damages that were reasonably foreseeable from the tort.
o If the facts support both torts and contracts, then you can sue in either or both.
o Contract can control the tort:
§ 1. contract may create a higher standard than the tort
· Torts says that you need to do a job with reasonable care. Contracts asks for more. Use reasonable care and do other specific things.
· Sue in contract. Sue for the higher duty that you bargained for.
§ 2. Contract may impose a lower standard than the tort
· By contract, parties can alter the obligations that would be on them by law. Parties want to limit tort liability or negate it. They’ve allocated risk and bargained for price. The other parties should get insurance to cover themselves. Ex. London Drugs.
· If the parties have negotiated for liability, tort law shouldn’t come in and ruin that. Otherwise prices would be higher.
§ 3. contract and the tort are co-extensive (this was Checo)
- DISSENT (Iacoubucci):
o no liability in tort here since misrepresentation is an express term in the contract, so should not allow tort law to mess with the contractual bargain..
Carman Construction v. CPR ( 1982, SCC) p.597 – non-reliance clause
- FACTS: There was a non-reliance clause in the contract between the P and D. D’s employee made a negligent statement that P relied upon. P sued in tort.
- COURT: non-reliance clause negates the tort duty to take care in making statements
o Contract prevails and there is no liability for negligent misrepresentation
o If such a clause had been included in Checo, the negligent statement by Hydro would have been excluded
V.K. Mason Construction v. Bank of
- FACTS: Developer negotiating with Mason to build a building. Mason wanted to be sure of developer’s finances. Bank manager sent letter to Mason with the assurance that they would provide developer with sufficient financing. Developer goes bankrupt, can’t pay Mason. Mason sues the bank on the basis of negligent misrepresentation
- COURT: held for P. The bank letter is a negligent misrepresentation. P is awarded the profit he would have had from the deal.
o Not Contract -- Trial court said the bank’s letter was a unilateral offer. If you enter into the contract we will make sure there are funds are available. Collateral contract
§ SCC: NO! This was not a collateral contract
o Tort – bank knew or ought to have known that Mason would rely on the letter
o Damages for the tort
§ reliance = actual costs + opportunity costs but not lost profits
§ Mason would’ve made $160,000 on this job. Use that to measure the reliance interest (if he would’ve made $160K here, he would’ve made than on another opportunity). So basically reliance = expectation in this case. No difference in damages between tort and contract. Tort would be higher if P actually wouldn’t have made a good profit out of this deal.
Queen v. Cognos (1993, SCC)
- FACTS: P was induced to move to
- COURT: Held for P
o This was a representation that induced him to enter into this contract. The fact that they didn’t disclose that the board hadn’t approved the deal was negligent.
o The contract talks about termination of work due to the nature and quality of the work. Contract can limit tort liability when it is the subject of the contract. In this case, the contract was about termination due to bad work, not about terminating due to the board not approving.
§ The contract will govern as long as it speaks to what the tort is about. If the two are concurrent, you can proceed on either one. If one route is closed (due to limitation periods, per se) then take the other route.
Collateral Warranty
Test:
- would a reasonable person in the circumstances think a warranty was intended? (Dick Bentley)
Requirements of Collateral Warranty: (from Dick Bentley)
(1) false representation
a. cannot make misrepresentation by silence (Heilbut)
(2) made in the course of dealings
a. manufacturer’s advertising is a unilateral offer and warranty to ultimate purchaser (Sperry Rand)
(3) Purpose of warranty is to induce entry into contract
(4) Other party must rely on warranty – must have induced into K with warranty
(5) Reliance must be reasonable
a. Reasonable if the speaker has greater knowledge, guarantees his knowledge (Dick Bentley, Sperry Rand)
b. Not reasonable to rely in consumer contracts where neither party has expert knowledge (Oscar Chess v. Williams)
Remedy for breach of collateral warranty à expectation damages (Dick Bentley)
- Collateral K if there is not existing contractual relationship (Sperry Rand, Shanklin peir)
- just a regular warranty if there is an existing contractual relationship (Dick Bentley)
Heilbut Symons v. Buckleton (1913,
- FACTS: P is suing an underwriter who had offered shares in a rubber company. The company goes bad, P loses money. P sues D for a breach of warranty.
- COURT: no collateral warranty. This was an innocent misrepresentation
o Look at what the parties intended. Did they intend this to be part of the contract or was it just pre-contractual talk?
§ This was overruled in Dick Bentley
o If we convert the representation into a warranty, we open up the remedy of expectation interests. Court wanted to narrow circumstances for warranty.
- NOTE: There has been a gradual erosion of that hard line because of consumer contracts. Not about two businessmen, but about a consumer has relied upon a statement and seems deserving of protection
Dick Bentley v. Harold Smith Motors (1965, Denning) ** leading case **
- P buys a car from D. D says car had only been driven 20,000 miles. Dealership had indicated that it was in a position to find out the history of the car. Turns out that the car had gone 100,000 miles. P sues for breach of warranty
o If this was a representation - P only gets his money back. No expectation damages
o If breach of warranty - P can get full expectation interest
- COURT: this is a collateral warranty – awards expectation damages
o Objective test – would a reasonable person in the circumstances think that a warranty was intended? (overrules Heilbut’s subjective intent test)
o Requirements for Collateral Warranty:
§ False representation
§ Made in the course of dealings
§ Purpose is to induce entry into K
§ Must have reliance
- Warranty can be rebutted by saying it was truly just a misrepresentation
o Ex. Oscar Chess– D had bought a car, log-book showed xxx miles. D just repeated that number to the P. P bought the car based on that. Court held that it was just an innocent representation. The D was only reporting the facts as he knew them. He had no special knowledge or skill or position.
- NOTE: Denning is converting an innocent misrepresentation into a collateral warranty to protect the consumer. Not a collateral K, but a collateral warranty.
- FACTS: dealer – says that machine will run just like the brochure says. Manufacturer’s brochure describes what the machine will do. Machine doesn’t work. P sues dealer and manufacturer
- COURT: Held for P.
o No problem with third party beneficiary. Court found a collateral contract between manufacturer and P. Brochure is a unilateral offer. Requested price is the purchase of the machine. Warranty is not part of main contract because its part of collateral contract.
- Applies Shanklin Pier
o owner of pier made it a term of contract to use the D’s paint. The paint didn’t work. P won case based on collateral contract. D had promised that the results would be achieved if P bought the paint.
Is it an Innocent Misrepresentation (IM) or a Collateral Warranty (CW)?
- timing of statement – early statements not likely to be CW
- Importance of statement
- CW – only for really important statements
- Foreseeability of reliance – could D foresee that P would rely?
- Relative skill and knowledge of the parties (Dick Bentley, Oscar Chess)
- The more reasonable the reliance, the more likely its CW
- Content of statement – specific or vague
- CW: only specific statements or opinions of a qualified person
- Context – casual or formal
- Written or unwritten
- Disclaimers
- Price or amount of consideration – look for if parties allocated risk in some way
Conditions
Innominate Terms
- Parties are always free to say what is a condition and what is a warranty. If they do not name the clause, it is an innominate term:
- Test to see if innominate term is a warranty or a condition: (
o look to the CONSEQUENCES. How serious were the consequences of the breach. Does the event deprive the party of the whole benefit that was the intention of the contract. Deprive of the decided on consideration.
§ If its serious – condition. Allow party to stop performance and either sue in damages or in restitution
§ If its not serious – warranty
Hong Kong Fir Shipping (1962,
- FACTS: P owns a vessel, promises it is “fit for cargo service”. D charters it, and loads coal from US to sail to
- COURT: Judgment for P. The promise that the ship was fit was only a warranty giving rise to damages. It was not a condition and did not entitle D to repudiate the contract.
o Sometimes the parties have not thought about whether a term is a warranty or a condition. These are called innominate terms.
- Test to see if innominate term is a warranty or a condition:
o look to the consequences. How serious were the consequences of the breach. Does the event deprive the party of the whole benefit that was the intention of the contract. Deprive of the decided on consideration.
§ If its serious – condition. Allow party to stop performance and either sue now or go for restitution.
§ If its not serious – we view it as a warranty
- NOTE: during the time of the contract, shipping rates went down by half. The court was probably concerned that the charterers were trying to get out of the deal.
Mistake in Assumptions
AT COMMON LAW à VOID
At common law, if a court finds a mistake, the K will be void. Its as if the K never exited. This leaves third parties vulnerable. Common law cannot impose terms or change the contract – it just voids the contract
A mistake at common law may happen in three circumstances:
(1) Mistake of existence of a subject matter (res extincta) (Sherwood)
(2) Mistake in Identity (res sua) (Cooper)
(3) Mistake of essential quality of a subject matter (
a. must be a common mistake to both parties
b. Must be an essential difference in what the parties thought they were contracting for (higher standard than the equitable test of operative mistake)
AT EQUITY à VOIDABLE
Voidable at common law means that the third parties can be protected if they are bona fide purchasers for value without notice. If there is no third party, the contract may be void ab initio. Or the court can impose terms. If there is a third party, the court can protect that reliance.
Requirements for voidable K at equity:
(1) Must be a common mistake between the parties (same as Bell v. Lever)
(2) Must be fundamental – “but for” test of operative mistake
a. But for the mistake he would not have entered the K (from dissent in
b. This is the test of operative mistake
c. “Fundamental” in equity means something different than what it means in common law. In common law, it’s the “essentially different” test from
(3) The P not be at fault in setting up the mistake
a. P could not have discovered the mistake thru due diligence
b. K is not just a gamble
Example: A had a contract with B for goods. B sells the goods to C. There was a mistake in the K between A and B
- At common law, the K is void. A can sue C for the goods because its as if there was never a K (as if B never bought the goods)
- In equity, the contract is voidable. B does have title. C is protected. Equity will not force B to give title back to A if it will hurt C. Without C, title will go back to A.
o C will only be protected if he is a bona fide purchaser for value without notice. He can’t know that contract was made under mistake, or else he is party to the mistake and not deserving of protection. He has to have given valuable consideration without notice of the mistake.
Common Law Mistake of Assumptions
Mistake must go to the essential quality of the subject matter of the contract
(1) Mistake of the existence of subject matter (res extincta) à void ab initio
Sherwood v.
- FACTS: P buys Rose the cow from D, both parties thought she was barren. Turns out she’s fertile and could’ve been sold for 10X more. D won’t give up cow. P sues for cow. D claimed this was a mistake and the contract should be set aside.
- MAJORITY: this was a contract for a barren cow. There was no barren cow there. So there was no contract. The thing sold and bought had no existence.
o the mistake went to the very nature of the thing. It affects the substance of the consideration. This is not a mistake as to quality. A barren cow is essentially different than a pregnant cow.
- DISSENT – each party took its chance. There were no conditions. No mistake.
(2) Mistake in Identity (res sua) à void ab initio
Cooper v. Phibbs
- FACTS: P enters lease for fishery. Turns out that D had no title of the fishery to lease.
- COURT: contract was clearly void
(3) Mistake of Essential Quality à void ab initio
- FACTS: Lever terminates
- COURT (majority): held for
§ If a mistake is to be actionable, it has to be a common mistake shared by both parties
§ Must be something essentially different from that which the parties thought they were contracting about.
- This is “essential difference” is a narrow test – very few contracts will meet it. But courts have found “essential differences” so to get the result they want.
- DISSENT:
o Test for the mistake should be the “but for” test. But for the mistake would the parties have entered into the contract. In this case, no. Lever brothers would not have.
Equitable Mistake of Assumptions – Operative Mistake
Operative mistake –“but for” the mistake the party would have never agreed to the K
Sollle v. Butcher (1950,
- FACTS: D rented apartment to P at $140, apartment under rent control restrictions. D renovated. After the renovations, both parties thought that the law allows them to raise the rent to $250. They were mistaken. The only way for the D to raise the rent was if proper notice was given before the lease was entered into. P finds out that the law didn’t allow for the raise of rent. Sues to get the rent back to $140. The only ground to proceed on is mistake
- COURT: Denning imposed terms (see below…)
o Denning wants to keep common law limited to res extincta and res sua. This would allow equity to deal with mistake to make a K voidable. This protects third parties. Equity will refuse to tear up the original contract if it will have the result of negatively affecting a third party. Common law is incapable of providing that protection
- Three requirements for equitable mistake (voidable K):
o (1) Must be a common mistake between the parties (same as Bell v. Lever)
o (2) Must be fundamental – “but for” test of operative mistake
§ But for the mistake he would not have entered the K (from dissent in
§ This is the test of operative mistake
§ “Fundamental” in equity means something different than what it means in common law. In common law, it’s the “essential difference” test from
o (3) The P not be at fault in setting up the mistake
§ P could not have discovered the mistake thru due diligence
§ K is not just a gamble
o “a contract is liable to be set aside in equity if the parties were under a common misapprehension provided that the misapprehension was fundamental and the party seeking rescission was not himself at fault”
- Equity can impose terms
o Denning imposes terms – tear up the contract. There will be no lease. D can apply for rent increases. P can leave apartment or stay as a licensee while D is applying for rent increase. P will pay $250 rent during that time.
Ivonochko v. Sych (1967 –
- the parties would not have entered into a deal if they had done the math correctly. The court should relieve against this and put terms to it
- straight application of Solle v. Butcher – the three part test is cited
Settlements and Mistake
If there is a mistake in the underlying beliefs that lead to a settlement out of court, the courts seem willing to upset that settlement. Apply the 3-part test of Solle v. Butcher to see if the mistake was an operative mistake. But courts like to uphold compromises – it must be a fundamental mistake and not just a mere mistake. If parties sought legal advice, courts are more likely to uphold compromises (TD – they didn’t get legal advice)
Magee v. Pennine Insurance (1969 - Denning)
- FACTS: P buys car insurance which states that he will be the driver. The actual driver is his son. Car gets in accident, settlement is agreed to by P and D (insurance company). D realizes that the original policy contained misrepresentations, and tries to get out of the settlement as a result. P sues.
- COURT: Judgment for D. The settlement is voidable. Denning reaffirms three part test from Solle v. Butcher. Mistake was common, mistake was fundamental and P was not at fault.
o Denning held that this is a mistake in assumption, but then takes the American position that mistake in assumption can make a K voidable based on policy that its an equitable decision (unlike Smith v. Hughes where a mistake in assumption does not invalidate K). This position has not gained support in
- DISSENT
o Lord Atkinson – Bell v. Lever – this is a common law mistake and the K should be void. D should get this money back. Settlement was based on fundamental assumption that the claim was valid.
o Lord Winn –He should keep the money. Courts shouldn’t upset settlements
- Three judges with completely different points of view. Allows a wide variety of arguments in regards to mistake. Does not give much certainty in the law, though.
TD v. Fortin (1979, BCSC)
- the settlement issue arises again
- FACTS: TD bank loaned cash to some companies. The loans had gone bad and TD just wants some money back. D puts in a bid on the three companies requiring a 5% deposit ($20,000). D pulls out before deal is done, asks for deposit back. TD offers to settle for $10,000. After the settlement, D finds out that TD didn’t have authority to sell these companies in the first place. D says that the settlement is then ruined and wants his money back.
- COURT: Finds for Fortin – he gets his $10,000 back
o This case similar to Magee - the mistake was of significant importance that the court will upset even a settlement based on the mistake
o This was a fundamental mistake (cites Bell v. Lever, as cited by Lord Atkinson in Magee). The K is void ab initio.
§ Magee – the K was voidable in equity.
§ TD was void ab initio at CL. This perhaps is a stronger case for relief than Magee because the underlying subject matter of the deal was not there.
Current Issue in Mistake
The Great Peace (2002,
- Throws the English doctrine of mistake into confusion
- The Court of Appeal says that the Solle v. Butcher test is wrong and should not be followed any longer
- FACTS: The ship
- COURT: Judgment for P. Equitable mistake DOES NOT EXIST. D cannot plead that the K was voidable for mistake, unless it was impossible to perform the K knowing the real facts.
Problems with this decision
- Very questionable whether the court of appeal can overrule one of its own cases
- Court doesn’t give consideration to the merits of Solle v. Butcher and the line of cases it started
- Court narrows the Bell v. Lever test to the test of impossibility. That the deal would’ve been impossible to have been performed but for the mistake. They recognize (and even narrow more!) how narrow the common law test is
- Maddog - The parties had contracted for the risk of canceling the contract. They should allow that bargain to stand. This should not be settled on mistake but on contract. That was the risk that was bargained for.
- The court says that legislature should deal with this – but the legislature would probably apply the Solle v. Butcher test
- How would this apply to
Mistake in Assumption vs. Mistake in Terms
- (1) A owns land. B wants to purchase it because he thinks that there is gold under the land. A sells it to B. B find out that there isn’t gold. B wants out of the contract.
o B’s loss. Gold wasn’t a term of the contract.
- (2) A knew that B thought that there was gold under the land
o A watched B deceive himself. This makes no difference because A did not warrant that there was gold. Its about the motive for getting into the contract
o This is called a MISTAKE IN ASSUMPTION (MISTAKE) à K is valid
- (3) A thinks that B believes that A was warranting that there is gold?
This is called a MISTAKE OF TERM (MISUNDERSTANDING) à no K
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