Reformation of Instruments

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What constitutes right to reformation of instruments – A party has the right to ask for the reformation of the instrument to the extent that the true intentions of the parties may be expressed in case the written agreement is unable to reflect or express the meeting of the minds of the parties or their intentions by reason of: (a) mistake; (b) fraud; (c) inequitable conduct; or (d) accident.[1] Either party or his successors in interest may ask for reformation if the mistake was mutual; otherwise, by the injured party or his successors in interest.[2]

When annulment of contract is proper – If the latter circumstances mentioned in the immediately preceding paragraph had actually prevented a meeting of the minds, the proper remedy is for the annulment of the contract, and not reformation of the instrument.[3]

When remedy of reformation is available – The remedy of reformation of the instrument is available even if there was a mutual mistake by and between the parties that resulted in the failure of the instrument to reflect or disclose their agreement.[4] The party who was mistaken has the right to ask for reformation of the instrument, even if the other party knew or believed that there was a mistake and even concealed that fact to the other.[5] However, the remedy is not available to a party who acted fraudulently or inequitably in such a way that the instrument does not show their true intention.[6]

Same; When true intention of parties not manifest – The courts may likewise order that the instrument be reformed if “through the ignorance, lack of skill, negligence or bad faith on the part of the person drafting the instrument or of the clerk or typist, the instrument does not express the true intention of the parties.”[7] However, the party who has already brought an action to enforce the contract cannot subsequently ask for its reformation.[8]

Same; No reformation – Notwithstanding the foregoing, there cannot be any reformation in the following cases: (a) simple donations inter vivos wherein no condition is imposed; (b) wills; and (c) when the real agreement is void.[9]

[1] CIVIL CODE. Paragraph 1, Article 1359.

[2] Ibid. Article 1368.

[3] Ibid. Paragraph 2, Article 1359.

[4] Ibid. Article 1361.

[5] Ibid. Article 1362, cf. 1363.

[6] Id at 60.

[7] Ibid. Article 1364.

[8] Ibid. Article 1367.

[9] Ibid. Article 1366.

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