The appellant had a perfectly good remedy under the sale agreement for such loss as they had suffered and as the agreement was subsisting, the parties ought to be left to their remedies under that agreement.Appeal by the appellant ('H'') from a decision of Andrew Smith J in which he held that a failure to reveal that goods had not been stored in a licensed warehouse in Mexico was not a misrepresentation entitling one party to rescind the contract. Nor was that party's mistaken belief that the goods were so stored of such importance that it would be unconscionable to enforce the contract. On appeal the issues were: (i) whether H had been induced by a misrepresentation made by D within the meaning of s.2(2) Misrepresentation Act 1967; (ii) whether H had relied on the misrepresentation; (iii) whether the court should order rescission of the sale agreement.HELD: (1) In a joint venture it would have been the obligation of one partner to inform the other of a change in the arrangements for the storage of the goods. Therefore there was an obligation on D under the joint venture agreement to inform H that there had been a change in the arrangements for the storage of the goods. There was no evidence that D had been released from any obligation to inform H of where the seeds were. This obligation arose out of a combination of circumstances. (2) The material terms would not have been the same if H had known that the goods were at a different location. (3) The judge's conclusions in relation to the question whether D made a representation and his conclusion as to reliance by H would not be upheld. (4) The only effect of reversing the decision was to lead to the conclusion that certain of the terms of the sale agreement would have been re-negotiated. But H had a perfectly good remedy under the sale agreement for such loss as they had suffered. The court would accordingly declare the agreement subsisting and leave the parties to their remedies under that agreement.Judgment accordingly.
 EWCA Civ 1104