Rescission of Manifestations of Intention Made by Fraud or Duress

Plain-language explanation

This article gives you the right to undo (rescind) a contract or any other manifestation of intention that you were induced to make through fraud (being deceived) or duress (being threatened). Paragraph 1 sets the basic rule: if the other party to the transaction itself committed the fraud or duress, the victim can rescind the agreement, treating it as if it never happened and demanding return of money or goods exchanged.

Paragraph 2 covers situations where a third party — not your direct counterparty — committed the fraud (for example, a broker or unrelated party fed false information that induced you to sign a deal with someone else). In that case, you can only rescind against your counterparty if that counterparty knew or should have known about the third party's fraud. If your counterparty had no knowledge or reasonable way of knowing, the rescission doesn't apply to them.

Paragraph 3 protects innocent third parties. Even if you successfully rescind a contract due to fraud, you cannot use that rescission against a third party who acquired rights under the contract in good faith and without negligence (i.e., they had no idea about the fraud and weren't careless in failing to notice). This matters a lot in resale chains — if goods or property changed hands again before you rescind, an innocent downstream buyer may keep their rights even though the original deal was fraudulent. Note that this third-party protection in Paragraph 3 only applies to fraud, not to duress — victims of duress retain stronger rescission rights against subsequent third parties.

日本語での解説

Common scenarios

• ▸不動産の売主が物件の欠陥を隠して(詐欺で)売却し、買主が後から取消しを主張するケース
• ▸取引先の担当者が虚偽の説明で契約を締結させ、脅迫的な言動で契約書にサインさせたケース
• ▸ブローカーなど第三者が虚偽情報を流し、それを知らない相手方と契約してしまったケース
• ▸詐欺で取得した商品や不動産が、事情を知らない第三者に転売された後に、元の被害者が取消しを試みるケース
• ▸M&Aや業務提携契約で、相手方が重要事実を偽って交渉を進めていたことが後から判明したケース