In addition to the right of the seller to rescind the contract, where the contract by its terms gives the right, the seller may also rescind upon any of the grounds upon which contracts generally may be rescinded. This includes the right to rescind, on the ground of fraud, where the buyer obtains possession of goods by false representation, as to his solvency, or financial condition, or by other fraudulent representations, material to the contract,1 or by the buyer's concealment of his insolvency. It is true, also, that what would ordinarily interfere with reality of consent, would likewise affect the contract of sale, so if the consent was given under a mistake of fact, or delivery made under duress, the seller may show these things as ground for relief. Mere insolvency of the buyer alone is not sufficient ground for rescission of a contract by the seller. Where the contract is executory, the seller may rescind where he learns that the buyer intends to use the goods for an illegal purpose.2 So, as long as the contract remains executory, any breach of contract by the buyer would ordinarily be sufficient to give authority to the seller to exercise the right to rescind, as for instance, a wrongful refusal of the buyer to accept the goods.3

1 Smith vs. Countryman, 30 N. Y., 655.

As a proper condition for the exercise of the right to rescission, the law demands of the seller that he return the consideration received from the buyer, or offer to return the consideration. If the seller sees fit to avail himself of the right to rescind, the law demands that he act promptly, after notice of the fact that gives him the right to rescind, is brought home to him.