136. Fraud etc of principal or agent.

Where, in the negotiation of any contract1 by an agent, the agent while acting within the scope of his authority2 is guilty, whether or not the principal is privy thereto3, of fraud4, undue influence5 or innocent misrepresentation6, or of concealment of essential facts which ought to be disclosed to the other contracting party7, the contract is voidable, and the other party thereto may rescind it8 and recover any benefit which has passed thereunder to the principal9. If sued, the other party may successfully resist any claim brought upon the contract whether for specific performance10 or otherwise11. Where the other