Conventional Common law reasons for allowing one party to Elect to Void a contract.

• Lack of Capacity - voidable by incapacitated party
  • Infancy (party under 18 yo) except for necessities, but enforceable if not disaffirmed after reaching 18yo
  • Insanity, except for 'lucid moments'
  • Intoxication
• Duress and Coercion
• Fraud and Misrepresentation of a Material factor
  • Fraud in Inducement -> VOIDABLE by deceived party
    No intent or negligence necessary; NOT like Tort
    Reasonable reliance
• Mistake
  • Mutual -> VOIDABLE if:
    • About a Basic Assumption which would change "essential nature" of the K.
    • about an EXISTING fact or law
    • which has a 'MATERIAL EFFECT' on the bargain
    • Risk must not have been implicitly or explicitly assumed by the party seeking to void the K.
  • Unilateral -> VOIDABLE if:
    • Must make same showings as above PLUS
    • K would be Unconscionable if enforced and
    • other party has not relied on the mistake
    • or Other party knew or should have known of mistake
    • or Mistake was Other party's fault.
    • May ask for 'reformation'
  • Mistake by Intermediary
    • Enforceable, Construe against chooser,
    • unless other party should have been aware.