Chapter IV - Of the Performance of Contracts
Section 64
Section 64: Consequences of rescinding a voidable contract
Section 64 describes consequences when the party entitled to rescind a voidable contract does so. It addresses both the other party's remaining performance and restoration of benefits received by the rescinding party.
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Need advice on Section 64?
This article is for general information. Refer to the Indian Contract Act, 1872 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
When a person at whose option a contract is voidable rescinds it, the other party thereto need not perform any promise therein contained in which he is promisor. The party rescinding a voidable contract shall, if he have received any benefit thereunder from another party to such contract, restore such benefit, so far as may be, to the person from whom it was received.
Rule and business relevance
The other party need not perform promises under the contract in which that party is promisor. The rescinding party must restore any benefit received under the contract, so far as may be, to the person from whom it was received.
Limits and related provisions
The starting point is a voidable contract and rescission by the entitled party, not any unilateral cancellation of an enforceable bargain. Restoration and other compensation issues should be assessed separately instead of assuming avoidance permits retention of all benefits.
Hypothetical business example
Hypothetical: a buyer validly rescinds a voidable transaction after receiving property under it. It addresses restoration of that benefit alongside ending the remaining performance rather than treating rescission as a one-sided release only.
Practical decision flow
Establish the contract's voidable status and the rescinding party's entitlement.
Identify unperformed promises affected by the rescission.
Inventory benefits received and arrange the required restoration so far as may be, with legal advice on disputed items.
Check the applicable legal framework
This guide explains the central provision. Applicable State amendments, the agreement, transaction date and other governing laws can affect its application. Check the current legal framework before relying on it for a commercial decision.
Practical checklist
Do
- Establish the contract's voidable status and the rescinding party's entitlement.
- Identify unperformed promises affected by the rescission.
- Inventory benefits received and arrange the required restoration so far as may be, with legal advice on disputed items.
Avoid
- The starting point is a voidable contract and rescission by the entitled party, not any unilateral cancellation of an enforceable bargain. Restoration and other compensation issues should be assessed separately instead of assuming avoidance permits retention of all benefits.
Glossary
- Rescinding party
- The party entitled to avoid the contract who exercises that right.
- Restoration of benefit
- Returning the received benefit to its provider so far as may be under the section.
Frequently asked questions
Can any party invoke Section 64 after any cancellation?
The section concerns rescission by the party at whose option a contract is voidable.
Must benefits received be considered?
Yes. The rescinding party must restore them so far as may be.
Does the other party still owe the specified remaining performance?
Section 64 says that party need not perform those promises in which it is promisor.
Need help applying this provision to your situation?
Contact BizeneedLast updated 10 October 2026