With v O’Flanagan – 1936

March 05, 2024
Micheal James

Jurisdiction / Tag(s):


With v O’Flanagan (1936) is a landmark English contract law case concerning misrepresentation. It established the principle that a party making a representation during contract negotiations has a duty to disclose material changes in circumstances before the contract is finalized, even if the initial representation was true at the time. This case significantly impacted the understanding of good faith and transparency in contract formation.

Facts of the Case

  • Parties: Dr. With (purchaser) and Dr. O’Flanagan (seller)
  • Contract: Purchase of Dr. O’Flanagan’s medical practice
  • Representations: O’Flanagan represented the practice’s income and patient numbers as stable and lucrative.
  • Changes in circumstances: Shortly after negotiations began, the practice experienced a decline in income and patient numbers due to external factors.
  • Knowledge of changes: O’Flanagan was aware of the decline but did not disclose it to With.

Legal Issue(s)

  1. Did O’Flanagan have a duty to disclose the changes in circumstances to With?
  2. Did the non-disclosure amount to misrepresentation, allowing With to rescind the contract?


The court ruled in favor of With, finding that:

  • O’Flanagan had a duty to disclose the material changes in circumstances as they rendered his initial representations inaccurate.
  • The non-disclosure constituted misrepresentation, as With entered the contract relying on outdated information.
  • With was entitled to rescind the contract due to O’Flanagan’s misrepresentation.

Ratio Decidendi

The case established the following legal principle:

  • When a party makes a representation during contract negotiations, a continuing duty arises to disclose any material changes in circumstances that make the representation inaccurate before the contract is finalized.
  • This duty is based on the concept of good faith and ensures both parties have access to accurate information for informed decision-making.

Obiter Dicta

The judges emphasized the importance of honesty and transparency in contract negotiations. They noted that the duty to disclose arises even if the non-disclosure was unintentional or negligent.

Impact and Significance

With v O’Flanagan significantly impacted contract law by:

  • Establishing a clear duty of disclosure for changed circumstances.
  • Raising the bar for ethical conduct in contract negotiations.
  • Protecting parties from entering contracts based on outdated or inaccurate information.

The case continues to be a cornerstone of English contract law and has been cited extensively in subsequent judgments.


With v O’Flanagan (1936) remains a vital case in contract law, emphasizing the importance of good faith and transparency in contractual dealings. The established duty of disclosure for changed circumstances serves as a safeguard against misrepresentation and promotes informed decision-making in contract formation.

Why Choose Us:

Marking And Proofreading services offer meticulous attention to detail, ensuring clarity and accuracy in academic or professional documents. With comprehensive feedback, they enhance content quality, guaranteeing error-free final products. Their expertise assures polished work, vital for academic success or professional presentation.

Cite This Work

Select a referencing style to export a reference for this article:

All Answers ltd, 'With v O’Flanagan – 1936' (Mylawtutor.net, September 2012 ) <https://www.mylawtutor.net/cases/with-v-oflanagan-1936> accessed 25 April 2024
My, Law, Tutor. (September 2012 ). With v O’Flanagan – 1936. Retrieved from https://www.mylawtutor.net/cases/with-v-oflanagan-1936
"With v O’Flanagan – 1936." MyLawTutor.net. 9 2012. All Answers Ltd. 04 2024 <https://www.mylawtutor.net/cases/with-v-oflanagan-1936>.
"With v O’Flanagan – 1936." MyLawTutor. MyLawTutor.net, September 2012. Web. 25 April 2024. <https://www.mylawtutor.net/cases/with-v-oflanagan-1936>.
MyLawTutor. September 2012. With v O’Flanagan – 1936. [online]. Available from: https://www.mylawtutor.net/cases/with-v-oflanagan-1936 [Accessed 25 April 2024].
MyLawTutor. With v O’Flanagan – 1936 [Internet]. September 2012. [Accessed 25 April 2024]; Available from: https://www.mylawtutor.net/cases/with-v-oflanagan-1936.
<ref>{{cite web|last=Tutor |first=MyLaw |url=https://www.mylawtutor.net/cases/with-v-oflanagan-1936 |title=With v O’Flanagan – 1936 |publisher=MyLawTutor.net |date=September 2012 |accessdate=25 April 2024 |location=UK, USA}}</ref>

Related Cases

Dick Bentley v Harold Smith

. Last modified: April 24, 2024

Introduction to Dick Bentley v Harold Smith The world of contracts can be a complex one, especially when it comes to the interpretation of statements made during negotiations. Dick Bentley Productions Ltd v Harold Smith (Motors) Ltd [1965] stands as a significant case in English contract law, offering valuable insights into the distinction between a […]

Performance Cars v Abraham

. Last modified: April 15, 2024

Introduction to Performance Cars v Abraham Performance Cars Ltd v Abraham (1962) stands as a landmark case in English tort law, specifically regarding the concept of causation in negligence claims. This case study delves into the factual background, the legal issue at stake, the court’s decision and reasoning, and the lasting impact of the case […]

R v Hennessy – 1989

. Last modified: April 15, 2024

Introduction to R v Hennessy – 1989 The criminal justice system grapples with complex issues when a defendant’s actions seem involuntary due to a medical condition. R v Hennessy (1989) stands as a significant case in English law, delving into the boundaries of the defense of automatism in the context of diabetic hypoglycemia. This case […]

go to top