What is reformation?

Reformation, an equitable remedy that permits a court to reform a contract or deed, is governed by Cal. Civil Code § 3399, which states: “[w]hen, through fraud or mutual mistake of the parties, or a mistake of one party, which the other at the time knew or suspected, a written contract does not truly express the intention of the parties, it may be revised on the application of a party aggrieved, so as to express that intention, so far as it can be done without prejudice to rights acquired by third persons, in good faith and for value.”

“Reformation is proper when the parties come to a true agreement, but by reason of fraud or mistake, that intent is not expressed in the written instrument.” (See Shupe v. Nelson (1967) 254 Cal.App.2d 693, 699.) “The burden is on the party seeking reformation to demonstrate that the true intent of the agreement was something other than what is reflected by the instrument.” (Id. at 700.)

There can be no reformation of a written document to reflect the actual mutual agreement if there was no preceding agreement. (See Lemoge Elec. V. San Mateo County (1956) 46 Cal.2d 659, 663.)

Purpose of Reformation

“The purpose of reformation is to correct a written instrument in order to effectuate a common intention of both parties which was incorrectly reduced to writing. To justify the court in changing the language of the instrument sought to be reformed, it must be established that both parties agreed to do something different from what is expressed in the writing, and the proof upon this point should be clear and convincing.” (Lister v. Sorge (1968) 260 Cal.App.2d 333, 338.)

No Reformation Without a Proper Contract

“If the contract itself is void, as, for example, because it is immoral or because the parties have not agreed on all of its terms and there is, for that reason, no final contract or understanding between them, or because the contract lacks consideration, reformation is impossible, since there is no valid contract to reform.” (Oatman v. Niemeyer (1929) 207 Cal. 424, 426-427.)

“California recognizes the objective theory of contracts (Berman v. Bromberg (1997) 56 Cal.App.4th 936, 948), under which ‘[i]t is the objective intent, as evidenced in words of the contract, rather than the subjective intent of one of the parties, that controls interpretation’” (Titan Group Inc. v. Sonoma Valley County Sanitation Dist. (1985) 164 Cal.App.3rd 1122, 1127.)

Fraud and Reformation

Lane v. Davis (1959) 172 Cal.App.2d 302 is instructive. It holds “[]... fraud which constitutes a ground for reformation consists of the representation that the writing is in conformity with the intended agreement, or that a writing to be made will be in conformity therewith.” (Id. citing 2 Witkin, California Procedure at 1397.) “The fraud alleged in the instant complaint went only to the inducement to enter into the contract and fraud of this character will not warrant reformation for the obvious reason that there is no common intention or understanding between the parties that may be utilized as a standard to which the writing could be reformed.” Id. at 307-08.

Statute of Limitations

“A statute of limitations runs against an action for the reformation of an instrument from the date on which the right to reformation accrues.” (See 54 C.J.S. Limitations of Actions § 310.)

Useful Rulings on Reformation

Recent Rulings on Reformation

MED CAFE CORP, A CALIFORNIA CORPORATION VS MOSTAFA KARIMBEIK, ET AL.

Eighth Cause of Action: Reformation of Written Contract “A complaint for the reformation of a contract should allege what the real agreement was, what the agreement as reduced to writing was, and where the writing fails to embody the real agreement. It is also necessary to aver facts showing how the mistake was made, whose mistake it was and what brought it about, so that mutuality may appear.” (Lane v. Davis (1959) Cal.App.2d 302, 309, quotation marks omitted.)

  • Hearing

    Jul 26, 2020

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

FRANK X. ENDERLE, JR., TRUSTEE OF THE AUGUSTINE H. ENDERLE TRUST, ET AL. VS OAKWOOD CEMETERY ASSOCIATION, OF LOS ANGELES, A NON-PROFIT CORPORATION, ET AL.

OCA cross-complained against Plaintiffs for reformation of the 1960 land sale contract and to interplead the Plot Payments it has refused to distribute. Plaintiffs’/Cross-Defendants’ demurrer to the Cross-Complaint was sustained with leave to amend.

  • Hearing

    Jul 09, 2020

  • Type

    Contract

  • Sub Type

    Breach

AHMED ISSA VS TESLA, INC.

Plaintiff argues that the term cannot be severed because it would be tantamount to reformation by augmentation. Thus, the next question is whether the Court may sever the term. In assessing severability, “Courts are to look to the various purposes of the contract. If the central purpose of the contract is tainted with illegality, then the contract as a whole cannot be enforced.

  • Hearing

    Jul 09, 2020

  • Type

    Employment

  • Sub Type

    Wrongful Term

JENNIFER LECHTER VS JOSEPH LAM, ET AL.

XV; Civil Code secs. 1916 -2 and 1916-3) – 2018 Friedman Loan Reformation of 2017 Friedman Deed Reformation of 2018 Friedman Deed Intentional Misrepresentation Negligent misrepresentation Breach of contract 2017 Friedman Loan Beach of contract 2018 Friedman Loan Breach of implied covenant of good faith and fair dealing 2017 Friedman Loan Breach of implied covenant of good faith and fair dealing 2018 Friedman Loan Unfair business practices/injunction (B&P § 17200) Declaratory relief Fraud Breach of

  • Hearing

    Jul 06, 2020

  • Type

    Real Property

  • Sub Type

    other

JENNIFER LECHTER VS JOSEPH LAM, ET AL.

XV; Civil Code secs. 1916 -2 and 1916-3) – 2018 Friedman Loan Reformation of 2017 Friedman Deed Reformation of 2018 Friedman Deed Intentional Misrepresentation Negligent misrepresentation Breach of contract 2017 Friedman Loan Beach of contract 2018 Friedman Loan Breach of implied covenant of good faith and fair dealing 2017 Friedman Loan Breach of implied covenant of good faith and fair dealing 2018 Friedman Loan Unfair business practices/injunction (B&P § 17200) Declaratory relief Fraud Breach of

  • Hearing

    Jul 06, 2020

  • Type

    Real Property

  • Sub Type

    other

TONGFANG GLOBAL CO LTD ET AL VS RICHARD HOUNG

In effect, Defendant is arguing that because the Court already determined this issue of the interpretation of the 2011 Guaranty when it granted summary adjudication on the breach of contract cause of action, the issue is deemed established as to the remaining causes of action. The law is to the contrary.

  • Hearing

    Jul 06, 2020

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

CARLOS MUNOZ ET AL VS SHE BEVERAGE COMPANY INC

., Lupe Rose, Sonja Shelby, Kat Dirden, and Branden Shelby for (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; and (3) accounting.

  • Hearing

    Jun 26, 2020

DITECH FINANCIAL LLC V. MONIQUE MCTEER

On March 28, 2018, Ditech Financial, LLC (“Ditech”) filed this action against Monique McTeer (“McTeer”) for reformation of legal description and assessor’s parcel number in deed of trust, and declaratory relief.

  • Hearing

    Mar 17, 2020

LOS ANGELES POLICE PROTECTIVE LEAGUE VS BOARD OF FIRE AND PO

BACKGROUND Plaintiffs filed the operative First Amended Complaint (“FAC”) alleging causes of action for: (1) declaratory relief; (2) reformation; and (3) rescission.

  • Hearing

    Mar 06, 2020

  • Type

    Other

  • Sub Type

    Intellectual Property

CAROL KATZ VS MANDOSER, INC., ET AL.

The Verified Complaint asserts causes of action for: Quiet Title; Reformation of Title; Declaratory Relief; and Breach of Contract. On July 2, 2019, Defendant Dimple L. Tyler (hereinafter “Cross-Complainant”) filed a Cross-Complaint against Mandoser Inc.; Praveen Chintapally; Rajender Reddy Gottam; Rajiv Yata; Ravi Dharanipath; Srinivas Malisetty; Varalakshmi Quyyuru; Navya Vangala; Roornachander Repuru; Rediger Investment Corp.; and Roes 1 through 50.

  • Hearing

    Mar 03, 2020

  • Type

    Real Property

  • Sub Type

    Quiet Title

LINEA POLK VS DAVID GERRITY

Although the complaint initially included causes of action for breach of contract and reformation, as well as for fraud, breach of fiduciary duty, and negligence, plaintiffs dismissed all of the causes of action except the fraud claim. After the jury returned a verdict in favor of defendants, they moved for attorney’s fees. The trial court denied the motion, concluding that attorney’s fees were not recoverable in a tort action for fraud arising out of a contract.

  • Hearing

    Feb 19, 2020

RON HACKER VS HENRY LEVY, ET AL.

Here, Plaintiff already seeks “reformation of written instrument according to proof at trial” in his prayer for relief. (2AC ¶ 147.) No separate cause of action is necessary to seek reformation, where Plaintiff has stated a cause of action for breach of contract. Accordingly, the demurrer is GRANTED without leave to amend as to the sixteenth cause of action for reformation.

  • Hearing

    Feb 19, 2020

  • Type

    Real Property

  • Sub Type

    other

JULIO CESAR MARTINEZ DIAZ, ET AL. VS XPO LOGISTICS, INC., ET AL.

If “the court would have to, in effect, reform the contract not through severance or restriction but by augmenting it with additional terms,” then the agreement as a whole in unconscionable, because such reformation is not within the Court’s authorized power. (Id. at 125.)

  • Hearing

    Feb 07, 2020

  • Type

    Employment

  • Sub Type

    Other Employment

UNIVERSAL HERBAL CENTER INC VS REGAL CAPITAL INVESTMENTS LLC

Reformation is not a cause of action, and Plaintiff is not seeking to negate any of Defendant’s defenses. It appears Plaintiff is requesting that the court resolve a legal issue, i.e. make a finding of fraud or mutuality and approve reformation of the contract as a remedy. Such is an improper request at summary judgment because it does not dispose of “a cause of action, an affirmative defense, a claim for damages, or an issue of duty.”

  • Hearing

    Jan 14, 2020

  • Type

    Real Property

  • Sub Type

    Landlord Tenant

TONGFANG GLOBAL CO LTD ET AL VS RICHARD HOUNG

Issue No. 6: “The Fifth Cause of Action for Reformation of the 2014 Houng Guaranty Is Without Merit Because the Court May Not Reform a Contract to Add A Party. As discussed above re: Issue No. 5 Huong already is identified as a party.

  • Hearing

    Jan 08, 2020

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

CARLBERG V. SCHIERBERL

The Insurer Defendants demur to Plaintiffs’ first cause of action for reformation, second cause of action for declaratory relief, and third cause of action for breach of contract.

  • Hearing

    Jan 06, 2020

GEP ADMINISTRATIVE SERVICES INC VS BURBANK TENANT PLAZA LLC

Issue No. 3: “Burbank Is Entitled To Summary Adjudication of the Third Cause of Action In the FAC For Reformation of Contract.” Here, one of the bases for Plaintiff’s reformation cause of action is fraud. 1AC, ¶ 112. For the reasons discussed above, Plaintiff’s fraud theory remains viable as a basis for reformation. The motion for summary adjudication as to Issue No. 3 re: the third cause of action is DENIED. 4.

  • Hearing

    Jan 06, 2020

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

NYGAARD V. LISSNER

was a mistake justifying a reformation of the settlement agreement.

  • Hearing

    Dec 20, 2019

SUCCESSOR AGENCY TO THE ANTIOCH DEVELOPMENT AGENCY OF THE CITY OF ANTIOCH VS. KEELY BOSLER, OM HIS OFFICIAL CAPACITY AS DIRECTOR OF THE CALIFORNIA DEPARTMENT OF FINANCE

For any such 4 Although redevelopment agencies were initially scheduled to dissolve on October 1, 2011, the California Supreme Court exercised its power of reformation and revised this date to February 1, 2012. (Matosantos, supra, 53 Cal.4th at 275.) 5 In this case, as in most cases, the City has become the successor agency to its former RDA. For purposes of clarity, the City will be referred to as the “Successor Agency” when reference is made to the City functioning in that capacity.

  • Hearing

    Dec 06, 2019

LEVON MGRDICHIAN, AN INDIVIDUAL VS TONY MAVUSI, AN INDIVIDUAL,, ET AL.

On June 10, 2019, Plaintiff filed the operative First Amended Complaint (“FAC”) for (1) fraud—intentional misrepresentation, concealment, and false promise, (2) negligent misrepresentation, (3) actual fraud—intent to hinder, delay, or defraud creditor, (4) constructive fraud, (5) reformation of contract, (6) judicial foreclosure of real property, (7) judicial foreclosure of security interest, (8) breach of written contract, (9) breach of oral contract, (10) breach of the implied covenant of good faith and fair

  • Hearing

    Dec 04, 2019

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

CARLOS MUNOZ ET AL VS SHE BEVERAGE COMPANY INC

., Lupe Rose, Sonja Shelby, Kat Dirden, and Branden Shelby for (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; and (3) accounting.

  • Hearing

    Dec 04, 2019

CARLOS MUNOZ ET AL VS SHE BEVERAGE COMPANY INC

., Lupe Rose, Sonja Shelby, Kat Dirden, and Branden Shelby for (1) breach of contract; (2) breach of implied covenant of good faith and fair dealing; and (3) accounting.

  • Hearing

    Dec 04, 2019

WINE COUNTRY GATEWAY RECREATIONAL VEHICLE PARK, LLC V. EAGLE ENERGY, INC., ET AL.

Allen and Templeton’s reformation of contract claim, pled against Eagle; and Mr. Letters and Letters, Inc.’s reformation of contract claim, pled against Eagle. In the 2016 Action, Plaintiffs allege that the Agreements expressly required the Eagle Defendants to provide them with DTW pricing3. (Request for Judicial Notice4 [RFJN], Ex. A, ¶ 17.)

  • Hearing

    Nov 26, 2019

WINE COUNTRY GATEWAY RECREATIONAL VEHICLE PARK V. EAGLE ENERGY, ET AL.

Allen’s breach of contract claim, pled against Eagle; Ms. Allen’s fraud in the inducement claim, pled against Eagle and Ms. Schultze; Ms. Allen and Templeton’s reformation of contract claim, Footnote 1: The relevant contracts are entitled “Branded Station Contract and Supply Agreement,” and referred to herein as the Agreements. 2 Eagle and Ms.

  • Hearing

    Nov 19, 2019

JONATHAN OOMRIGAR V. TIBCO SOFTWARE, INC., ET AL.

Defendants’ alternative motion for summary adjudication of plaintiff Oomrigar’s first, second, and third causes of action for declaratory relief, rescission, and reformation, respectively, is DENIED.

  • Hearing

    Nov 15, 2019

  • Judge

    Presiding

  • County

    Santa Clara County, CA

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