ABSTRACT
This chapter considers the limits to contractual estoppel. Contractual estoppel is a creature of contract: contract at once provides the foundation for it and determines its boundaries. Some of those are clear-cut, others are less so and are prone to fluctuate, as exemplified by the Supreme Court decision in Rock Advertising Ltd v MWB Business Exchange Centres Ltd. The chapter identifies both the true and the false limits to the application of the principle. The relationship between contractual estoppel and implication of terms and rectification is explored. There are examined logical problems and policy solutions for the inability of contractual estoppel to address claims of fraudulent misrepresentation and its supposed ability to address claims of rescission for non-fraudulent misrepresentation. Special attention is given to cases where contractual estoppel is applied not quite legitimately, by way of enforcement of what in reality is a warranty of truth which ought only to sound in damages for breach, in circumstances where an award of damages does not meet the practical justice of the case.
