What must I prove?
You must generally prove that: (1) the other party made a statement of existing fact to you (not mere sales talk, and generally not a promise about the future – though a statement of opinion or intention which the maker did not actually hold counts as a false statement about their state of mind); (2) the statement was false; and (3) it induced you to enter the contract (it need not have been the only reason). To claim damages, you must also show that you suffered loss as a result.
Silence is generally not misrepresentation, but half-truths, and statements that became untrue before signing which the maker failed to correct, can be.
Does it matter whether they lied deliberately?
Yes – it affects the remedies available to you.
Fraudulent misrepresentation (i.e., the maker knew it was false or was reckless) allows you to rescind the contract, and you are also entitled to damages for all losses flowing directly from the fraud, even losses that were not foreseeable.
Negligent misrepresentation (i.e., when someone carelessly tells you something untrue, without checking it properly) also allows you to rescind the contract and claim damages. Under Singapore’s Misrepresentation Act 1967, once you show that a false statement by the other party to the contract led you into it, it is up to them to prove that they had reasonable grounds to believe, and did believe, that it was true.
Innocent misrepresentation (i.e., where someone tells you something untrue but honestly and reasonably believed it was true) usually lets you rescind the contract, but you are not otherwise entitled to damages. The court can also choose to award you damages instead of cancelling the contract – but only if your right to rescind has not already been lost.
How do I rescind, and how do I lose the right?
Rescission unwinds the contract from the start: you return what you received from them, and they return what you paid.
You rescind by clearly notifying the other party and, where needed, applying to court. The right is fragile. You lose it by (1) affirmation, which means you carry on with the contract or keep enjoying its benefits after finding out the truth; (2) lapse of time (undue delay); (3) where things can no longer be put back the way they were, for example because the goods have been used up or changed; or (4) where third parties have acquired rights over the subject matter in the meantime.
As a practical rule, the moment you suspect you were misled, act quickly and take advice before doing anything that could look like you are affirming the contract.
What if my contract contains a clause saying I didn’t rely on any representations?
Non-reliance and entire agreement clauses are standard in commercial contracts. An entire agreement clause on its own generally does not prevent a misrepresentation claim. A clause that excludes or limits liability for misrepresentation (which can include a non-reliance clause) is effective only if it satisfies a statutory reasonableness test, and no clause can protect a party from liability for its own fraud. Whether such a clause defeats your claim depends on its precise words, the parties’ relative positions, and what was actually said. Do not assume the clause is fatal, but equally, do not assume it is ignorable.
What to do now
- Take advice before taking any further steps under the contract – continuing to perform or accepting benefits after you know the truth can amount to affirmation, but simply stopping performance can put you in breach if your misrepresentation claim fails.
- Collect the pre-contract record (e.g., pitch decks, emails, messages, meeting notes, marketing materials).
- Pin down exactly which statements were false, and how you can prove falsity and your reliance on the statements.
- Consider and quantify both paths – unwinding the deal versus keeping it and claiming damages.
- Give written notice reserving rights promptly, and claim rescission of the contract early if that is the goal.
Frequently asked questions
The false statements were made verbally. Can I still claim?
Yes – oral misrepresentations are actionable. Records made at the time (your notes, texts referring to what was said) and witnesses will be important in proving what was said.
Is there a deadline to claim for misrepresentation?
Claims for damages are generally subject to a six-year limitation period, usually counted from when you first suffered loss. However, where you could not reasonably have discovered the misrepresentation earlier, time may only start running once you discovered it, or could with reasonable diligence have done so. Rescission, on the other hand, can be lost far sooner through affirmation or delay.
In a 2026 decision (Kuvera Properties Pte Ltd v Far East Opus Pte Ltd [2026] SGCA 34), Singapore’s Court of Appeal allowed the buyer of a medical suite to proceed with misrepresentation claims over statements made in 2013, even though the claim was filed only in 2024, because, at that early stage of the case, it could not be said that the buyer could reasonably have discovered the truth more than six years before it sued. The court also held that no fixed time limit applies to a claim to rescind a contract for innocent misrepresentation – although that right can still be lost through affirmation or undue delay (known as “laches”).
Can I claim if the misrepresentation was about future profits?
Forecasts are not facts, but a forecast made without genuine belief or any reasonable basis misstates the maker’s state of mind and the grounds for it – which may be actionable.