Bollinger v. Central Pennsylvania Quarry Stripping & Construction Co.
425 Pa. 430 (1967)
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Rule of Law:
A court of equity can reform a written contract to reflect the parties' true understanding when there is evidence of a mutual mistake, and such a mistake can be proven by the parties' conduct even if one party later denies the mistake existed.
Facts:
- Mahlon and Vinetta Bollinger owned property and made an oral agreement with Central Pennsylvania Quarry Stripping and Construction Company (the Company).
- The agreement permitted the Company to deposit construction waste on the Bollingers' property.
- A key term of the oral agreement was that the Company would first remove the topsoil, deposit the waste, and then replace the topsoil over the waste.
- The Bollingers signed a written contract prepared by the Company without reading it, assuming the topsoil provision had been included.
- The written contract, in fact, omitted the provision regarding the removal and replacement of the topsoil.
- Initially, the Company performed according to the oral agreement, removing the topsoil before depositing waste and replacing it afterward.
- After a period of time, the Company ceased this practice and began depositing waste without manipulating the topsoil.
- When the Bollingers protested, the Company's superintendent stated that the written contract did not require the topsoil procedure and that his equipment for it had been removed.
Procedural Posture:
- Mahlon and Vinetta Bollinger filed an action in equity against Central Pennsylvania Quarry Stripping and Construction Company in a Pennsylvania trial court.
- The Bollingers sought to have the written contract reformed to include a term omitted by mutual mistake.
- The trial court (chancellor) found in favor of the Bollingers and granted the requested reformation of the contract.
- The defendant, Central Pennsylvania Quarry Stripping and Construction Company, appealed the trial court's decree to the Supreme Court of Pennsylvania.
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Issue:
Can a written contract be reformed based on a finding of mutual mistake where the primary evidence of the mistake is the parties' conduct conforming to an alleged oral term, even when one party denies the mistake was made?
Opinions:
Majority - Justice Musmanno
Yes. A written contract can be reformed to correct a mutual mistake, and a court can find that a mistake was mutual even if one party denies it. The power of a court of equity is to make a written contract correspond to the actual understanding of the parties. While a person is typically bound by what they sign, equity can intervene when a real mistake is proven. Here, the Bollingers met their heavy burden of proof. The Company's initial actions—removing and replacing the topsoil—corroborated the Bollingers' account of the agreement, as it would not have performed this extra work if it had not agreed to do so. This finding was further supported by evidence that the Company acted similarly with a neighboring property owner.
Analysis:
This case solidifies the principle that courts may look beyond the four corners of a written agreement to enforce the parties' true intent when a mutual mistake is alleged. It significantly elevates the importance of the parties' conduct (part performance) as a form of parol evidence to prove the terms of the original bargain. The decision demonstrates that a party's actions inconsistent with a written contract can be powerful, if not conclusive, evidence that the writing does not reflect the actual agreement. This precedent gives courts of equity a strong basis for reforming contracts to prevent one party from taking unfair advantage of a scrivener's error or a mistaken omission.
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