William Sindall plc v Cambridgeshire County Council [1993] EWCA Civ 14

William Sindall bought development land from Cambridgeshire County Council. Before the sale, the council answered enquiries about matters affecting the property, using answers qualified by its knowledge. An undisclosed private foul sewer was later found beneath the land. Neither party had appreciated its presence when contracting. The sale incorporated standard conditions relevant to undisclosed matters and the allocation of risk. Meanwhile, the property market had fallen considerably. Sindall sought to undo the purchase, alleging misrepresentation and mistake. The cost of dealing with the sewer was substantially smaller than the commercial loss associated with the fall in land values.

Did the undiscovered sewer justify rescission for misrepresentation or mistake, and, if a non-fraudulent misrepresentation had existed, how should the court approach damages instead of rescission?

The Court of Appeal allowed the council’s appeal and refused rescission. The qualified replies to enquiries did not amount to an actionable misrepresentation on the findings, and the contract placed the relevant risk on the purchaser. The sewer also lacked the fundamental significance needed to undo the bargain for mistake. The court separately considered what would follow if there had been an innocent misrepresentation. Under section 2(2) of the Misrepresentation Act 1967, the nature of the misrepresentation and the comparative losses caused by upholding or rescinding the contract would matter. That discussion was an alternative analysis. It did not mean that Sindall actually received rescission or an award under section 2(2).

A purchaser must establish an actionable misrepresentation or a legally operative mistake before escaping a disappointing land purchase. The wording of qualified enquiries and the contract’s allocation of risk matter. The court’s section 2(2) discussion explains the discretion to preserve a contract with damages where the statutory conditions are satisfied.

Sindall helps separate three questions often merged in problem answers: whether a representation was false, whether mistake defeats the contract, and which remedy follows. A market downturn does not itself establish any of them. Its remarks about a broader equitable jurisdiction for common mistake predate Great Peace and must be read historically. Its treatment of section 2(2) remains useful when discussing the comparison between the particular defect and the consequences of rescinding the whole transaction.