Also known as: reform · reformation of contract · reformation of instrument
Written by attorneys · grounded in primary & secondary sources — see below
An equitable remedy by which a court corrects a written instrument to express the parties' true agreement when the writing fails to reflect that agreement because of a mutual mistake as to its contents or effect. The remedy is available even if the writing is unambiguous provided clear and convincing evidence establishes the transferor's intention and the mistake. Reformation is unavailable to the extent it would unfairly affect rights of good faith purchasers for value.
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Rebecca Ross serves on the board of a nonprofit that advocates for changes to contract disclosure statutes. While participating in a board vote on proposed legislation, Ross knows the reform would materially benefit her client Riverfront Developments in pending litigation. Ross discloses the potential benefit to the nonprofit as required but does not name the client. The board proceeds with the reform effort.
Ruby Rivera and Regal Apparel signed a supply contract that mistakenly listed a six-month warranty period instead of the seven-month period both parties had negotiated. Rivera's attorney introduced the error during final drafting and neither party noticed it at signing. Rivera later seeks reformation to match the agreed seven-month term. The court grants reformation because Rivera's negligence does not amount to bad faith or unfair dealing.
Ronald Reed's will directed his donor-advised fund at Helping Hands to Elm Council but omitted a second account opened under a similar name. Clear and convincing evidence showed Reed always treated both accounts as a single charitable resource for urban gardens. Elm Council petitions to reform the will to include the second account. The court reforms the instrument to conform to Reed's proven intention.
Renee Rogers contracted to sell equipment to Raven Logistics under a pricing formula both parties believed would track costs. The formula later proved grossly inaccurate because of unforeseen electricity spikes. Rogers seeks reformation of the price term rather than rescission. The court considers reformation as relief that avoids a material effect on the agreed exchange while preserving the bargain.
Ryan Roberts, acting under a power of attorney for Ridgeway Partners, negotiates a new endorsement deal that cancels and restates an existing sponsorship agreement. The power expressly authorizes the agent to reform or restate contracts to accomplish a transaction purpose. Roberts attaches a schedule of income streams to the power and delivers it to the new sponsor. The action falls within the agent's granted authority to reform instruments.
Ravi Reddy and Riverfront Developments agreed that a land sale would be subject to an existing mortgage. The signed writing instead stated the buyer would assume the mortgage. Both parties overlooked the discrepancy at signing. Reddy requests reformation to reflect the actual agreement. The court reforms the writing because the variance resulted from mutual mistake as to the contents of the instrument.
A party must show a prior agreement, an intent to put that agreement in writing, and a variance between the writing and the actual agreement caused by mutual mistake or fraud. Clear and convincing evidence of the true intention is required. Reformation is unavailable if it would unfairly prejudice good faith purchasers for value.
Supporting sources
…A Case of Cessation of Constitutionality (pt. 1), 14 N. Y. L. F. 411, 418-428 (1968) (hereinafter Means I); Stern, Abortion: Reform and the Law, 59 J. Crim. L. C. & P. S. 84 (1968) (hereinafter Stern); Quay 430-432; Williams 152. [^maj-22]: Early philosophers believed that the embryo or fetus did not become formed and…
…as it is presently conducted. Our decision in no way creates a constitutional straitjacket which will handicap sound efforts at reform, nor is it intended to have this effect. We encourage Congress and the States to continue their laudable search for increasingly effective ways of protecting the rights of the individual…
…unnecessarily and unwisely ventures into territory traditionally within the States' domain, and does so in the face of reform measures recently adopted or currently under consideration in legislative arenas. The Alabama Supreme Court, in this case, endeavored to follow this Court's prior instructions; and, more…
…reader. See United States v. Detroit Timber & Lumber Co. , 200 U. S. 321, 337. As amended by §203 of the Bipartisan Campaign Reform
…permitted uses appear to pose similar threats. Yet under the traditional and most minimal version of the rational-basis test, "
A party's fault in failing to discover facts before contracting does not bar reformation unless the fault amounts to a failure to act in good faith and in accordance with reasonable standards of fair dealing. Ordinary negligence in reviewing a document therefore does not prevent relief.
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Yes. Under the Uniform Probate Code a court may reform even an unambiguous governing instrument when clear and convincing evidence proves the transferor's intention and that a mistake of fact or law affected the terms.
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Filing a damages action does not automatically bar a subsequent reformation request unless the remedies are inconsistent and the opposing party materially changes position in reliance on the initial choice. Discovery of the mutual mistake after filing often permits amendment to seek reformation.
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Reformation corrects the writing to match the parties' actual agreement while leaving the contract in force. Rescission voids the contract entirely and restores the parties to their pre-contract positions. Courts may choose reformation when it better preserves the bargain and avoids unjust enrichment.
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