Reformation

Question 1

Reformation

Answer 1

Judicial rewriting of an agreement (contract) or instrument (deed) to reflect the parties’ true intent.

Question 2

What are the requirements for reformation?

Answer 2

1. Must be an existing agreement (contract) – reformation is not available if there is no agreement (i.e., contract is missing consideration, or acceptance/offer)
2. Must have been a mutual mistake -
   if the writing doesn’t reflect parties’ actual agreement, it can be reformed to that agreement if both parties were aware that it didn’t and there is clear and unequivocal evidence of the mistake.

Question 3

What are the two different mistakes?

Answer 3

A. Content mistakes (“Scriveners’ Errors”) - which omits an agreed term or includes a term not agreed on

B. Effect mistakes - parties are mistaken as to the effects of the writing

Question 4

Can reformation be based on unilateral mistake by itself?

Answer 4

No; only if the party acted with reasonable care and the other party fraudulently or otherwise engaged in inequitable conduct.