CIV § 1691

Promptly give notice & restore value (CIV § 1691)

CIV § 1691: To rescind, promptly give notice and restore everything of value or offer to restore, unless other party cannot or refuses.

Official text CIV § 1691 — California

Subject to Section 1693, to effect a rescission a party to the contract must, promptly upon discovering the facts which entitle him to rescind if he is free from duress, menace, undue influence or disability and is aware of his right to rescind:

  • (a) Give notice of rescission to the party as to whom he rescinds; and (b) Restore to the other party everything of value which he has received from him under the contract or offer to restore the same upon condition that the other party do likewise, unless the latter is unable or positively refuses to do so. When notice of rescission has not otherwise been given or an offer to restore the benefits received under the contract has not otherwise been made, the service of a pleading in an action or proceeding that seeks relief based on rescission shall be deemed to be such notice or offer or both.

Text as published in the 2026 snapshot of the code.

Source: Vaquill Open US Law, compiled from official state publishers (huggingface.co), reproduced under license CC BY 4.0.

Read this provision at the official source →

What it actually says

Section 1691 is the procedural half of rescission and the reason many attempts to unwind a contract fail. Subject to § 1693, to effect a rescission a party must, promptly upon discovering the facts entitling them to rescind — provided they are free from duress, menace, undue influence or disability and are aware of the right to rescind — do two things: give notice of rescission to the party against whom they rescind, and restore to that party everything of value received under the contract, or offer to restore it on condition that the other party does likewise, unless the other is unable or positively refuses to do so.

The word "promptly" is the trap. The clock starts on discovery of the facts, not on the making of the contract, and continued use of what was received after discovery is the conduct most often said to be inconsistent with rescinding. The restoration requirement is why rescission is unattractive where the thing received has been consumed or resold, and the conditional-offer wording is what allows a party to avoid handing everything back before getting anything in return.

The final sentence is a practical rescue: where notice has not otherwise been given, or an offer to restore has not otherwise been made, service of a pleading in an action or proceeding seeking relief based on rescission is deemed to be that notice or offer or both. And § 1693 provides relief from the strictness of the section where a delay or a failure to restore has not substantially prejudiced the other party. Whether a rescission was effective, and whether the delay was fatal, are questions turning on dates and conduct that belong with a lawyer.

When it applies

  • You want to cancel a contract for fraud and do not know what to send
  • You discovered the problem months ago and are only acting now
  • You still have the goods and want your money back
  • You are being told you affirmed the contract by carrying on using it
  • The other side refuses to return your payment before you return the item
  • You have already sued and are asked when notice of rescission was given

What this section does not say

  • It does not give a ground for rescinding. The grounds are in § 1689; this section is about what you must do once a ground exists.
  • Promptness runs from discovery, not from signing. The obligation arises promptly upon discovering the facts entitling rescission, so an old contract is not automatically too late.
  • It does not always require returning things first. Restoration may be offered on condition that the other party does likewise, and is excused where they are unable or positively refuse.
  • Silence does not rescind anything. Notice is required, and merely stopping performance or stopping payment is not notice of rescission.
  • It is not absolute. Section 1693 allows relief where the delay or the failure to restore has not substantially prejudiced the other party.

Worked examples

Invented situations, written to show how the wording bites. They are not real cases, not judgments and not precedent, and nothing here predicts what would happen in yours.

Illustrative example

A buyer discovers three months after purchase that a piece of equipment was misdescribed, but keeps using it while deciding what to do. When they finally ask for their money back the seller says they accepted it long ago.

How the wording applies

Section 1691 requires notice of rescission promptly upon discovering the facts, and restoration or an offer to restore. The date that matters is the day the buyer discovered the misdescription, not the day of purchase, and continuing to use the item after that date is what the seller will point to as affirmation.

How the parties settled it

The parties treat the claim as one for a price reduction rather than rescission: the seller refunds an agreed part of the price and the buyer keeps and continues to use the equipment.

Illustrative example

A buyer sends a clear written notice cancelling a sale for misrepresentation and offers to return the goods as soon as the money is repaid. The seller refuses to pay anything until the goods are back.

How the wording applies

Restoration may be offered on condition that the other party does likewise, so a conditional offer is not a failure to restore. The fact this hinges on is what the notice actually said: an offer to return on repayment satisfies the section, whereas silence and a stopped payment do not amount to notice of rescission at all.

How the parties settled it

A simultaneous exchange is arranged for a fixed date at an agreed place, with the refund transferred as the goods are handed over.

How courts have read it

Decisions construing this provision. The question and the summary are ours; the quoted sentence is the court's own words, taken from the published opinion. These are the decisions in our corpus, not every decision there is, and nothing here predicts any other case. Reported 1991 to 2017.

Southern Insurance Co. v. Workers' Compensation Appeals Board, 11 Cal. App. 5th 961 (2017)

Court of Appeal

What the court had to decide

How is a rescission of a workers' compensation insurance policy effected under Civil Code section 1691?

What it held

A rescission is effected under Civil Code section 1691 by giving notice of rescission and restoring or offering to restore everything of value received under the contract, and this procedure is available for workers' compensation insurance policies, but the effectiveness of the rescission must be determined in a proceeding.

In the court's words
A rescission is effected under Civil Code section 1691 by giving notice of rescission and restoring, or offering to restore, everything of value received under the contract.

Myerchin v. Family Benefits, Inc., 162 Cal. App. 4th 1526 (2008)

Court of Appeal

What the court had to decide

Does a party's amended answer that merely alleges facts rendering a settlement agreement unenforceable, without explicitly asserting rescission or offering to restore benefits, qualify as a pleading that seeks relief based on rescission under Civil Code section 1691?

What it held

No, such an amended answer does not constitute a pleading seeking rescission because it does not assert that rescission has been effected and does not offer to restore the benefits received.

In the court's words
Consequently, the amended answer, on its face, does not constitute an assertion of rescission.

Source: Caselaw Access Project, CC0 1.0 Universal (public domain dedication).

Related sections

CIV § 1689 Grounds to rescind: mistake, duress, fraud (CIV § 1689) CIV § 1572 Actual fraud: 5 types under California CIV § 1572 CIV § 1689.6 California Civil Code § 1689.6 - The three-day right to cancel a door-to-door contract

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We copy this text from the official publisher and re-check it against that source on every page load, but we cannot guarantee it is complete, current or free of error, and we accept no liability for any reliance on it. An amendment can take effect before a consolidation catches up. The publisher's own copy is linked below; where the two differ, it is the official one that counts.

This page reproduces the text of CIV § 1691 in force at the date shown and explains it in general terms. It is not legal advice and takes no account of the circumstances of your case, which can change the answer completely. For a live dispute, for limitation periods, and before taking any step in court, consult a qualified lawyer in California.

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