The correct answer is: Both A & B.
Breach of utmost good faith is a legal concept that refers to the duty of parties to a contract to act honestly and fairly towards each other. This duty includes the obligation to disclose all material information to the other party, and to avoid making any misrepresentations.
Non-disclosure is the failure to disclose information that is material to a contract. This can include information about the subject matter of the contract, the parties’ financial situation, or any other information that could affect the other party’s decision to enter into the contract.
Misrepresentation is a false statement of fact made by one party to another, which induces the other party to enter into a contract. Misrepresentation can be either intentional or unintentional.
Both non-disclosure and misrepresentation can constitute a breach of utmost good faith. If a party fails to disclose material information, or makes a false statement of fact, and the other party relies on this information to enter into the contract, the other party may be able to rescind the contract or sue for damages.
It is important to note that the duty of utmost good faith is not limited to contracts. It can also apply to other relationships, such as those between partners in a business or between directors and shareholders of a company.