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

JPMORGAN CHASE BANK, N.A. VS. JOSE LUIS TORRES, ET AL

The L2XC is based wholly upon allegations that Leticia did not enter into any enforceable contract or loan agreement with Plaintiff. The Court's ruling on reformation ("The Court will thus reform the Subject Deed of Trust to include both Jose and Leticia as parties, and grant Plaintiff an equitable lien over Leticia's one-half interest in the Property to apply the intent of the reformed Deed of Trust") negates such allegations and thus moots the L2XC. (July 06, 2020 minute order, p. 8.)

  • Hearing

NOYEMI KAROYAN, AN INDIVIDUAL VS HYUNDAI OF GLENDALE, LLC A BUSINESS ENTITY EXACT FORM UNKNOWN, 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 p. 125.)

  • Hearing

  • Type

    Employment

  • Sub Type

    Other Employment

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

  • Type

    Real Property

  • Sub Type

    Quiet Title

DITECH FINANCIAL LLC V. MONIQUE MCTEER

TENTATIVE RULING 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. Ditech’s complaint seeks to reform a deed of trust securing a loan taken out by McTeer to refinance her preschool business property located in Templeton.

  • Hearing

WESTCOTT ENTERPRISES INC VS FEDERATED MUTUAL INSURANCE COMPANY

Reformation may be had for a mutual mistake or for the mistake of one party which the other knew or suspected, but in either situation the purpose of the remedy is to make the written contract truly express the intention of the parties. Id. A Complaint for reformation based on mutual mistake must allege facts showing how the mistake was made, whose mistake it was, and what brought it about, so that the mutuality may appear. Id. Paragraph 52 within this cause of action alleges: "...

  • Hearing

  • Type

    Contract

  • Sub Type

    Breach

WESTCOTT ENTERPRISES INC VS FEDERATED MUTUAL INSURANCE COMPANY

Reformation may be had for a mutual mistake or for the mistake of one party which the other knew or suspected, but in either situation the purpose of the remedy is to make the written contract truly express the intention of the parties. Id. A Complaint for reformation based on mutual mistake must allege facts showing how the mistake was made, whose mistake it was, and what brought it about, so that the mutuality may appear. Id. Paragraph 52 within this cause of action alleges: "...

  • Hearing

  • Type

    Contract

  • Sub Type

    Breach

UNITED SPECIALTY INSURANCE COMPANY VS AMAYA

This opinion continues: "Appellant's cause of action for reformation is contingent upon Sales' status in relation to the processing contract between Davis and Distributors. Sales not only fails to qualify as a party to either the insurance agreement or processing contract, but there also was no assignment of any contract right from Distributors to Sales indicated by the record.

  • Hearing

  • Type

    Insurance

  • Sub Type

    Intellectual Property

THE GAP, INC., A DELAWARE CORPORATION, AND OLD NAVY, LLC, A DELAWARE LIMITED LIABILITY COMPANY, VS HCL INGLEWOOD VILLAGE, LLC, A CALIFORNIA LIMITED LIABILITY COMPANY, AND DOES 1 THROUGH 10 INCLUSIVE,

BACKGROUND Plaintiffs filed a complaint alleging the following causes of action: (1) breach of contract; (2) declaratory relief—no rent owed; (3) reformation of leases; and (4) unjust enrichment. The complaint arises from the alleged breach of two lease agreements (the “Leases”). Defendant filed a demurrer to each cause of action in the complaint. JUDICIAL NOTICE The Court GRANTS Defendant’s request for judicial notice. MEET AND CONFER The meet and confer requirement has been met.

  • Hearing

  • Type

    Contract

  • Sub Type

    Breach

LORENZO CACCIALANZA VS MARISELA NUNO, ET AL.

Defendant has also not brought authority or argument that this contradiction would bar Plaintiff from stating a claim for reformation seeking reformation of the Quitclaim Deed. The court does not sustain demurrer on Defendant’s second grounds.

  • Hearing

MARSHALL VS MARSHALL

These demurrers are overruled. 5th COA The demurrer to the 5th coa for reformation is SUSTAINED WITH LEAVE TO AMEND. Reformation is a remedy, but the opinions do refer to a party bringing a “complaint” for reformation. What would be essential is the statement of the facts that would support invoking the remedy. The general rule is that a written contract, having been deliberately executed, is presumed to correctly express the parties' intentions. (Appalachian Ins. Co. v.

  • Hearing

ADAMS ANTIOCH VS WALKER

Fifth Cause of Action: Reformation Plaintiff seeks to “reform” the quitclaim deed, asserting that the City and the grantees actually intended something different from what the City granted. The argument fails. Plaintiff has no standing to reform the quitclaim deed, as it was not a party to deed. “Civil Code section 3399 allows reformation of a contract when, through mistake, it fails to express the true agreement of the parties.

  • Hearing

MEDSCI INTERNATIONAL LLC VS. BIOATLA LLC

On January 17, 2019, plaintiff/cross-defendant MedSci International, LLC filed a first amended complaint asserting claims for breach of written contract, breach of oral contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment and common counts. On August 16, 2019, BioAtla filed a first amended cross-complaint asserting claims for declaratory relief, reformation of contract, breach of the implied covenant of good faith and fair dealing and restitution.

  • Hearing

  • Type

    Contract

  • Sub Type

    Breach

MARIE HAND VS LISA CARR AND ASSOCIATES, ET AL.

As used in this subdivision, ‘uncertain’ includes ambiguous and unintelligible, (c) Where the answer pleads a contract, it cannot be ascertained from the answer whether the contract is written or oral.” (CCP § 430.20.) In answering, a defendant must plead the ultimate facts (as opposed to legal conclusions) supporting the asserted affirmative defenses to the same extent that a plaintiff must plead ultimate facts supporting the claims asserted in his/her complaint. (FPI Development, Inc. v.

  • Hearing

  • Type

    Real Property

  • Sub Type

    Quiet Title

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

  • Type

    Real Property

  • Sub Type

    Quiet Title

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

  • Type

    Real Property

  • Sub Type

    Quiet Title

ALPENGLOW VS COACHILLIN HEARING RE: MOTION TO/FOR COMPEL ARBITRATION AND STAY PROCEEDINGS BY COACHILLIN HOLDINGSLLC, KENNETH DICKERSON, INDIAN CANYON & 18TH PROPERTY OWNERS, KIRSTEN DICKERSON, KATHERINE DICKERSON

This complaint for: (1) breach of contract, (2) breach of implied covenant of good faith and fair dealing, (3) breach of fiduciary duty, (4) breach of fiduciary duty, (5) breach of the CC&Rs of Indian Canyon & 18th Property Owners Association, (6) real estate seller's nondisclosure, (7) intentional misrepresentation, (8) negligent misrepresentation, (9) reformation, (10) declaratory relief, and (11) injunction are based on and/or arise out of the Plaintiff Alpenglow Management Group LLC, Brightside Estate Holdings

  • Hearing

SKLOOT VS ORELLANA

Background Plaintiff, Ori Skloot, alleges that he is in contract with Mario Orellana to purchase property located at 2009 Dunn Ave, Richmond, California. (First Amended Complaint, “FAC,” ¶¶1-2.) Plaintiff alleges that the sale cannot close because certain title issues need to be resolved. (FAC, ¶¶8-10.) Specifically, the sale contract requires that plaintiff obtain title insurance, but he has been unable to procure title insurance because Orellana took title via an uninsured transfer. (FAC, ¶10.)

  • Hearing

BRUCE EMERSON, ET AL. VS LOS ANGELES COUNTY EMPLOYEES RETIREMENT ASSOCIATION

If the written instrument conforms to the parties’ understanding, there is no basis for reformation. See Lemoge Electric v. San Mateo, (1956) 46 Cal.2d 659 (reformation of contract not available for bid for electrical work which both parties knew was $11,000 too low). While mutual mistake is available to reform a contract under Civil Code section 3399, Petitioners’ evidence is weak.

  • Hearing

  • Type

    Administrative

  • Sub Type

    Writ

DAVID COLIN VS ANA GABRIELA CHAMALE, ET AL.

Plaintiff alleges that the contract with Defendants was part-written and part-verbal, but neither attaches the written portion of the agreement nor explains which portion of the agreement guaranteed the interest in the property against the interests of Defendants. Plaintiff’s claims for partition, breach of contract, of the covenant of good faith, breach of written contract, reformation, and declaratory relief depend upon these inadequate allegations, and accordingly fail.

  • Hearing

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

DCR MORTGAGE 7 SUB 2, LLC, VS NORTH AMERICAN TITLE INSURANCE COMPANY,, ET AL.

The complaint alleges eleven causes of action for (1) Breach of Contract, (2) Negligence, (3) Breach of Fiduciary Duties, (4) Negligent Misrepresentation, (5) Fraud by Concealment, (6) Breach of Insurance Contract, (7) Breach of the Implied Covenant of Good Faith and Fair Dealing, (8) Violation of Penal Code § 496, (9) Reformation of Contract based on Mistake of Fact, (10) Reformation of Contract based on Mutual Mistake of Fact, and (11) Reformation of Contract based on Fraud.

  • Hearing

  • Type

    Personal Injury/ Tort

  • Sub Type

    Fraud

  • Judge Elaine Lu
  • County

    Los Angeles County, CA

STATE FARM MUTUAL AUTOMOBILE INSURANCE COMPANY VS ARSEN STEPANYAN, ET AL.

Plaintiff-insurer then initiated an action for declaratory relief, contending that there is an actual controversy between plaintiff and defendants (the insured and those who the insured hit) “in that defendants claim to be third party beneficiaries to the insurance contract and plaintiff contends that plaintiff has no obligations under the contract.” Id. “The basis for plaintiff's claim of nonliability is that the insured, Jackson, has breached the cooperation clause of the policy.” Id.

  • Hearing

PATEL VS. SIROTT

Exhibit D—Stated of Decision in action for Reformation of Contract 5. Exhibit E—Final Award—AAA Case. No. 01-17-0005-1120 Exhibit F—Final Interim Decision Exhibit G—Rulings on Attorney Fee and Cost Motions 6. Exhibit H—Demand for Arbitration 7. Exhibit I—Answer and Counterclaim for Arbitration 8. Exhibit J—Verified Petition to Correct Contractual Arbitration 9. Exhibit K—Verified Response to Petition to Correct Contractual Arbitration 10.

  • Hearing

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

  • Type

    Real Property

  • Sub Type

    Quiet Title

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

  • Type

    Real Property

  • Sub Type

    Quiet Title

ROJAS VS MAGNOLIA AUTO INSURANCE SERVICES HEARING RE MOTION FOR SUMMARY JUDGMENT OR IN THE ALTERNATIVE SUMMARY ADJUDICATION OF ISSUES ON 2ND AMENDED COMPLAINT OF RAMIRO ROJAS BY INFINITY INSURANCE COMPANY

In addition, Infinity asserts that Plaintiffs are not entitled to declaratory relief (or reformation) of the Infinity Insurance contract.

  • Hearing

1 2 3 4 5 6 7 8 9 10 ... 17     last » 

For full print and download access, please subscribe at https://www.trellis.law/.

Please wait a moment while we load this page.