Long v Lloyd [1958] 2 All ER 402
Contract law – Sale of goods – Innocent misrepresentation
Facts
The plaintiff was a haulage contractor who saw an advert for the sale of a lorry which was described as in ‘exceptional condition’. The plaintiff saw the vehicle the following day and the defendant stated that the lorry could drive at 40mph. Also, during a test drive, the defendant stated that the vehicle did 11 miles to the gallon. The plaintiff noticed defects on the vehicle and purchased the vehicle for a reduced price, paying half of the cost that day. Two days later, the plaintiff drove the vehicle and discovered serious issues and that the petrol tank was 8 miles to the gallon, rather than 11 and told the defendant. Following this, the plaintiff allowed his brother to take the lorry on a business trip where it again had broken down. The plaintiff brought an action to rescind the contract on the basis of innocent misrepresentation.
Issue
The issue for the court was to establish under which circumstances the plaintiff could rescind the contract for the sale of the lorry between the parties. Specifically, this required the court to consider the statements made by the defendant regarding the condition of the lorry.
Held
The court rejected the claim of the plaintiff. It was held that innocent misrepresentation allowed the plaintiff to rescind after the contract had been executed, but that the plaintiff would lose such a right after the goods had been accepted. In sending the lorry on the business trip with his brother, the plaintiff had construed final acceptance of the vehicle and had therefore lost the right to rescind the agreement.
Updated 19 March 2026
This case summary remains legally accurate as a statement of the common law principles established in Long v Lloyd [1958] 2 All ER 402. The decision continues to be cited as good authority for the proposition that the right to rescind for innocent misrepresentation may be lost once the representee has affirmed the contract or accepted the goods, particularly by conduct inconsistent with treating the contract as subsisting.
However, readers should note that the broader legal landscape governing innocent misrepresentation has been significantly shaped by the Misrepresentation Act 1967, which post-dates this decision. Under that Act, courts have a discretion under section 2(2) to award damages in lieu of rescission where the misrepresentation is not fraudulent. This means that in a modern case on similar facts, a claimant who had lost the right to rescind might still seek damages under the 1967 Act, an avenue unavailable to the plaintiff in Long v Lloyd. The article does not address this statutory dimension, which is an important limitation for students applying the case to contemporary problem questions. Additionally, the bars to rescission — including affirmation, lapse of time, and third-party rights — remain well-established at common law and are unaffected by subsequent legislative or judicial developments.
