🔹 Legal Principle

General rule:

“There is no duty to disclose everything.”

Exception:
Non-disclosure becomes actionable when:

• It makes a statement false or misleading
• It involves half-truths
• It arises in fiduciary / insurance / trust-based contracts
• It conceals prior negotiations or material dealings

🔹 Key Case Laws (At least 6)

1. With v O’Flanagan (1936)

This is a foundational case on change in circumstances + duty to disclose prior/ongoing facts.

• The seller gave accurate financial details initially.
• Later, business income collapsed.
• He failed to disclose this change before final contract.

📌 Held:
Failure to disclose the change in material circumstances during negotiations = misrepresentation

👉 Principle:
If prior contact or earlier representation becomes false due to later events, silence is fraudulent.

2. Spice Girls Ltd v Aprilia World Service (2002)

This case is a leading authority on misrepresentation by conduct (prior knowledge concealed).

• One member had already decided to leave the group.
• The group still entered sponsorship agreement.
• They gave impression of stability.

📌 Held:
Conduct amounted to misrepresentation because they concealed material prior internal decision

👉 Principle:
Non-disclosure of known prior internal facts that affect decision = actionable misrepresentation.

3. Lambert v Co-operative Insurance Society (1975)

Insurance case (utmost good faith).

• Insured failed to disclose husband’s criminal record.
• Prior facts were highly relevant to risk assessment.

📌 Held:
Non-disclosure of material prior facts voided the contract.

👉 Principle:
In insurance, prior personal or related contact facts must be disclosed even if not asked

4. First Tower Trustees v CDS (Superstores) (2018)

Modern authority on concealment of prior knowledge in property contract

• Seller knew about asbestos contamination.
• Did not disclose it.
• Buyer entered lease relying on incomplete information.

📌 Held:
Non-disclosure of known prior environmental issue = actionable misrepresentation.

👉 Principle:
Silence about prior harmful facts becomes misrepresentation when contract is induced by it.

5. Doyle v Olby (Ironmongers) Ltd (1969)

Fraudulent misrepresentation involving business sale.

• Seller gave misleading impression about customer structure.
• Prior business reality was concealed.

📌 Held:
Fraudulent misrepresentation occurred; damages were enhanced.

👉 Principle:
Concealment of prior business realities that influence decision = fraud.

6. V.S.H. Realty v Texaco (1985)

U.S. case on partial disclosure + concealment of prior incidents

• Texaco disclosed some oil leaks but hid others.
• Prior environmental issues were selectively revealed.

📌 Held:
Partial disclosure that hides material prior facts = actionable misrepresentation.

👉 Principle:
Half-truths + concealment of prior contact or incidents = fraud by omission.

7. State of A.P. v T. Suryachandra Rao (India, 2005)

Indian Supreme Court approach.

• Misrepresentation includes suppression of material facts
• Non-disclosure of relevant prior facts can amount to fraud.

📌 Held:
Suppression of material facts is equivalent to misrepresentation.

👉 Principle:
Under Indian Contract Act, concealment of prior material contact or fact = fraud

8. Manmohan Nanda v United India Insurance (2021)

Insurance context.

• Non-disclosure of medical history and prior conditions.
• Policy cancelled due to suppression.

📌 Held:
Failure to disclose prior medical facts = material non-disclosure.

👉 Principle:
Prior contact/history affecting risk must be disclosed in insurance contracts.

🔹 Legal Analysis (Core Doctrine)

1. Silence is not always legal

But becomes illegal when:

• It creates a false impression
• It hides previous dealings that affect consent

2. “Prior contact” becomes material when:

• It shows pre-existing negotiation inconsistency
• It affects trust or decision-making
• It contradicts representations made during contract formation

3. Types of actionable non-disclosure

• Concealment of prior negotiations
• Failure to disclose earlier rejection or termination history
• Suppression of prior adverse findings
• Hiding prior relationships affecting neutrality

🔹 Conclusion

Material non-disclosure about prior contact becomes legally significant when it:

• Alters the truth of representations, or
• Misleads the other party into entering a contract they otherwise would not have agreed to.

Courts consistently treat such silence as:

• Misrepresentation (innocent/negligent), or
• Fraud (if intentional concealment is proven)