Reformation is available for mutual mistake in reducing the agreement to writing, or unilateral mistake coupled with the other party's fraud or inequitable conduct. Clear and convincing evidence is required.
It corrects the writing rather than the bargain.
Alternative Names:
Contract Reformation|Reforming the Agreement
Why it Matters?
The heightened evidentiary standard is what makes reformation difficult, since clear and convincing proof of a different actual agreement must overcome the writing itself. Drafts, correspondence, and course of performance are the evidence that supports it. Reformation cannot create a bargain the parties never made, which distinguishes it from a claim that the agreement should have been different than what was negotiated.
Frequently Confused with
Related terms
Frequently asked questions
What standard of proof applies?
What can reformation not do?
