What Is Affirmation In Contract Law?

Affirmation in contract law means choosing to continue with a contract even after discovering you have grounds to cancel it. When you affirm a contract, you’re essentially saying “I know there’s a problem, but I’m going to proceed anyway.” 

This decision has serious consequences: once you affirm, you typically lose the right to rescind or cancel the contract later.

Affirmation can occur in two ways: expressly or by your actions.

Express Affirmation: This is straightforward. You tell the other party, either verbally or in writing, that you intend to continue with the contract despite knowing about problems that could justify cancellation. For example, after discovering misrepresentation, you might write to the other party saying you’ll proceed with the agreement anyway.

Implied Affirmation: This is more common and often happens without people realizing it. Your behavior demonstrates you’re treating the contract as valid. Continuing to make payments, accepting deliveries, or taking benefits under the contract can all constitute affirmation.

Once you affirm a contract, you can’t later claim you want to rescind it based on the same grounds. The law considers that you’ve made your choice. This principle protects the other party from uncertainty. They need to know whether you’re in or out.

Continuing Payments: After discovering your supplier lied about product specifications, you continue making monthly payments. This likely constitutes affirmation, even if you’re unhappy about the misrepresentation.

Accepting Benefits: You learn a contract was signed under undue influence, but you continue using the services or property for months afterward. Courts will likely find you’ve affirmed the contract.

Seeking Contract Enforcement: If you try to enforce contract terms after discovering grounds for rescission, you’ve clearly affirmed the agreement.

Affirmation only happens when you know about the problem. You can’t accidentally affirm a contract if you’re unaware of the misrepresentation, fraud, or other grounds for cancellation. The law requires actual knowledge or, at minimum, enough information that you should have investigated further.

However, once you have that knowledge, the clock starts ticking. Continuing with the contract after learning about issues can quickly become affirmation.

Sometimes situations are ambiguous. Maybe you continued performing while investigating whether you had grounds for rescission. Or perhaps you were negotiating with the other party about modifying the contract. These gray areas require careful legal analysis.

Courts look at your overall conduct and intentions. Were you genuinely trying to resolve issues, or were you taking benefits while keeping your options open?

Affirmation is a trap for the unwary. Many people lose their right to rescind contracts simply because they didn’t act quickly enough or didn’t realize their actions constituted affirmation. If you discover problems with a contract, don’t assume you can sort it out later. Get legal advice immediately and act decisively to preserve your options.

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