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How rewrite Longmore LJ in *Salt v Stratstone Specialist Ltd* (2015) without negator?

English Language & Usage Asked on February 11, 2021

To improve English, I want try re-rewriting long sentences without negator because I understand “Don’t you ever talk like that to me again”, but not “Don’t you never silence like that to me never”.

Poole, Shaw-Mellors. Contract Law Concentrate (4 ed 2019). p 209.

Leaf v International Galleries (1950): picture
represented (non-fraudulent) to be ‘Salisbury
Cathedral’ by Constable. Five years later the
purchaser attempted to sell it and discovered it
was not by Constable. The Court of Appeal (CA)
held that rescission had been lost as not exercised
within a reasonable time. However, some
doubt has been cast on Leaf v International
Galleries
(1950) by the Court of Appeal in
Salt v Stratstone Specialist Ltd (2015) where
Longmore LJ stated:

p 210.

‘It must, moreover,
be remembered that Leaf was decided well
before the Misrepresentation Act was passed.
It must be doubtful whether since the enactment
of section 1 it is still good law that a representor
should be in no worse position than if the
representation had become a term of the
contract, particularly if the representor takes no
steps to prove that he was not negligent.

“It must be doubtful whether since the enactment of section 1 it is still good law” just means Longmore thinks opposite. I can just add NOT.

a representor should NOT be in no worse position than if the representation had become a term of the contract, particularly if the representor takes no steps to prove that he was not negligent.

Now how rewrite without “NOT” and “no worse”? Does “NOT be in no worse position” mean better?

a representor should be in BETTER position than if the representation had become a term of the contract, particularly if the representor takes no steps to prove that he was not negligent.

I quote 2 other books for context for you. O’Sullivan & Hilliard’s The Law of Contract (2018 8 ed). p 237.

9.42 Leaf involved a wholly innocent misrepresentation, where some indulgence to the representor
can be expected. Perhaps it is only in such cases that Lord Denning’s view
should prevail over conflicting considerations of fairness to the representee. Recently
the Court of Appeal in Salt v Stratstone Specialist Ltd (2015) has pointed out that Leaf
is out of date—it reflected the principle that the misrepresentation regime should not
give greater protection to a purchaser than if the statement had been incorporated as a
term of the contract, and at the time the Sale of Goods Act provided that a purchaser
would be deemed to have accepted the goods if he did not reject them within a reasonable
time. Since then, amendments to the Sale of Goods Act, and the enactment of the
Misrepresentation Act, cast doubt on the reasoning and conclusion in Leaf, therefore the
court in Salt, although unable to overrule the earlier Court of Appeal decision, doubted
that lapse of time alone should generally bar rescission.

Mindy Chen-Wishart. Contract Law (2018 6 edn). p 228.

But even if the representee remains ignorant
of the non-fraudulent misrepresentation, it was once thought that a substantial
passage of time may itself bar rescission. In Leaf v International Galleries (1950), L was
induced to buy a picture of Salisbury Cathedral by I’s innocent misrepresentation that
it was painted by the famous artist Constable. L only discovered this was false when
he tried to sell the picture some five years later. Nevertheless, L’s claim to rescind the
contract was denied due to lapse of time. Jenkins LJ said that contracts ‘cannot be
kept open and subject to the possibility of rescission indefinitely’. In addition, the
representor should not be worse off than if the statement had become a term, when
the representee would be barred from termination if she had ‘accepted’ the goods
under the Sale of Goods Act 1893. This was questioned by the Court of Appeal in
Salt v Stratstone Specialist Ltd (2015), since section 1 MA allows a representee to treat
a term as a representation (5.2.2.1).

One Answer

It must be doubtful whether since the enactment of section 1 it is still good law that a representor should be in no worse position than if the representation had become a term of the contract, particularly if the representor takes no steps to prove that he was not negligent.

The since here means after: "Now that section 1 has been enacted", and it forms part of a parenthetical phrase:

It must be doubtful whether, since the enactment of section 1, ...
Now that section 1 has been enacted, it must be doubtful whether it is still good law...

Since that phrase is merely providing context, it could be omitted.

The rest might be simplified as

It might not be good law that the representor should be at least as well off as he would be if the representation had been in the contract, particularly if he does not attempt to prove that he was not negligent.

There may be a better word than "not negligent", which would remove the double negative.

What you cannot do is simply insert a not into a sentence!

a representor should NOT be in no worse position

...especially when that introduces its own double negative and actually means that a representor should actually be in a worse position. The judgement doesn't say that: it says that it's doubtful that a representor should be in no worse position, that is, it's doubtful that he should be no worse off, or it is likely that he should be worse off.

Judgements are nuanced: your simplification removes the nuance. The judge actually said that it's likely that the representor should be worse off, he didn't say that he definitely should be worse off.

It might be that the representor should be worse off than he would be if the representation had been in the contract, particularly if he does not attempt to prove that he was not negligent.

Answered by Andrew Leach on February 11, 2021

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