Legal Question in Business Law in California

Re: Voiding a contract?

You mention "mistake of fact" as the reason for hoping this contract could be voided (rescinded). Unilateral mistakes by a party can sometimes be a ground for rescission.

However, it appears in your case that a beyyer argument might be that no contract was formed in the first place. One of the basic rules of Contracts 101 is that a valid contract must contain all the essential terms, or that a missing term can be implied by trade useage or custom. Occasionally also, a missing term such as delivery date can be supplied by assuming the parties meant for delivery to occur within "a reasonable time" when they failed to specify a date.

I can't predict how this would play out in court (reading it would help), but I'd say your strongest defense is that the contract is missing an essential term.

Re: Voiding a contract?

In the law of contracts (which is more appropriately referred to as BUSINESS LAW because the law does strive to honor business deals that aren't tight or pretty enough to qualify as legal contracts) the laws are set up to foster business deals and, as Brian points out, the formalities of true contracts are often ignored or forgiven in favor of what is fair in the market place or otherwise common practice. Just as important as the literal terms of some form contract are the acts and forbearances of the parties: what have you or they done, what work has been performed, what opporunities have been lost in reliance upon the assurances, written or otherwise, from the other side?

You haven't told us much, but reading between the lines it sounds like your associate is trying to hog-tie you with some obscure or ambiguous language in the written terms that you never understood as granting the other party the advantage they are claiming. This type of "ah-ha, I got ya" legal posturing is never very impressive, either to a judge or a jury. Be reasonable. Strive to honor those things in the deal that you know were matters where you both had a clear understanding or "meeting of the minds" and the business laws (which really are utterly sensible and business-friendly) will protect you.