Also known as: reform of instruments · reformation
Written by attorneys · grounded in primary & secondary sources — see below
An equitable remedy that permits a court to revise a written instrument so that it accurately expresses the parties' antecedent agreement. The remedy applies when the writing fails to reflect that agreement because of a mutual mistake as to its contents or legal effect. Fault in failing to discover the discrepancy does not bar relief unless the fault amounts to a lack of good faith or fair dealing.
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Green Broadcast and Republic Digital negotiated a non-exclusive syndication deal for State A. During final drafting an exclusivity clause remained in the document by oversight. Both parties signed believing the grant stayed non-exclusive. Republic Digital later discovered the clause and sought reformation to delete it so the writing would match the intended non-exclusive rights.
A buyer and seller agreed the buyer would take land subject to an existing mortgage. The written contract instead stated the buyer would assume the mortgage. The buyer sought reformation to change the term to subject-to language that reflected the actual bargain reached before signing.
A buyer and seller of a chiropractic practice intended an earnings warranty to track a seven-month financial report. The written agreement mistakenly referenced a six-month period because of a drafting error by the buyer's attorney. Both parties overlooked the error at signing. The seller sought reformation to align the warranty period with the seven-month figures the parties had actually adopted.
Alcoa and Essex adopted a long-term aluminum supply contract with a price formula tied to a wholesale index. Both parties assumed the index would track Alcoa's production costs including electricity. When electricity costs spiked dramatically the formula underpriced Alcoa's performance by millions. Alcoa sought reformation of the price term to restore a reasonable profit consistent with the parties' original cost-pass-through expectations.
Parties to an option contract selected a specific calendar date as the final exercise day. The date later proved to be a public holiday on which exercise was impossible. The option holder sought reformation to extend the period, arguing the parties had not appreciated the holiday consequence. The court declined because the written date accurately recorded the bargain they had intentionally made.
A seller conveyed waterfront property by warranty deed that contained no reservation of beach-access rights. Pre-closing emails between the parties had confirmed continued guest access across the sold parcel. After closing the buyer fenced the path. The seller sought reformation of the deed to insert the access reservation that both sides had intended but that the scrivener had omitted.
The party seeking reformation must prove that a writing fails to express the parties' actual agreement because of a mutual mistake as to its contents or legal effect. Once that showing is made the court may revise the instrument to match the antecedent bargain provided no third-party rights would be unfairly affected.
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…a purely legal question having nothing whatever to do either with novation, as the district judge suggested, or reformation, as suggested by the respondents here. Such a defense goes to the question of just what, under the law, the contract between the respondents and petitioner is and, in an action to collect a…
…account for these increases and that the contract as written did not reflect the true intent of the parties. Alcoa sought reformation
…that the finding of validity was immaterial to the disposition of the cause and that the winning party might appeal to obtain a reformation
Negligence in failing to discover the discrepancy does not automatically bar reformation. Relief remains available unless the party's fault rises to the level of bad faith or a departure from reasonable standards of fair dealing.
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Yes. If reformation is otherwise appropriate the fact that the underlying contract is within the statute of frauds does not preclude the remedy.
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Reformation corrects the writing so that it reflects the true agreement and then enforces the corrected contract. Rescission or avoidance unwinds the transaction entirely. Courts may choose reformation when rescission would produce an unfair windfall or deprive a party of its expected bargain.
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Filing a damages claim does not automatically bar reformation. Election applies only when the remedies are inconsistent and the opposing party materially changes position in reliance on the initial choice. Reformation that merely clarifies the true terms is ordinarily consistent with a later damages claim under the reformed writing.
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