Hoffman v. Chapman
34 A.2d 438 (1943)
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Rule of Law:
A court of equity will reform a written instrument to conform to the parties' true intention when clear and convincing evidence shows a mutual mistake was made. A mistake by a draftsman acting as an agent for both parties is considered a mutual mistake, not a unilateral one.
Facts:
- On August 18, 1941, William A. Chapman and his wife agreed to sell a portion of Lot 4, specifically a 96 by 150-foot parcel improved with a bungalow, to Joseph Stanley Hoffman and his wife.
- The Hoffmans were given immediate possession of the bungalow and resided there for approximately two months before the final settlement.
- At the time of final payment on October 20, 1941, both the Chapmans and the Hoffmans understood that the sale was for only the part of Lot 4 containing the one dwelling.
- A survey was conducted, and the plat was sent to a title company, whose draftsman prepared the deed for the transaction.
- The executed deed mistakenly conveyed the entirety of Lot 4, which included other dwelling properties, instead of just the agreed-upon parcel.
- After the error was discovered, the Chapmans requested that the Hoffmans reconvey the portion of the lot that was not part of the sale.
- The Hoffmans refused to return the property that was conveyed to them by mistake.
Procedural Posture:
- The grantors, William A. Chapman and wife, filed a suit in equity in the Circuit Court for Montgomery County against the grantees, Joseph Stanley Hoffman and wife.
- The Chapmans sought to have the deed reformed on the ground of mutual mistake.
- The Circuit Court (trial court) entered a decree reforming the deed in favor of the Chapmans.
- The Hoffmans, as appellants, appealed the decree to the Court of Appeals of Maryland, with the Chapmans as appellees.
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Issue:
Does a mistake in a deed's property description, made by a draftsman acting as an agent for both parties, constitute a mutual mistake that allows a court of equity to reform the deed to conform to the parties' original agreement?
Opinions:
Majority - Delaplaine, J.
Yes. A mistake in a deed's description made by a draftsman acting as an agent for both parties constitutes a mutual mistake, permitting a court of equity to reform the instrument to reflect the parties' actual intent. The court reasoned that equity's power to reform instruments for mutual mistake is a well-established exception to the parol evidence rule, designed to prevent an innocent error from operating as a fraud. Here, there was no mistake as to the identity of the property being sold, as the Hoffmans lived in the specific house they intended to buy. The error was merely an incorrect description in the deed. The court rejected the argument that the mistake was unilateral, holding that because the draftsman was an agent for both parties, the mistake was legally attributable to both, making it mutual. Mere negligence by the grantors or their agent does not bar reformation, as the very concept of 'mistake' implies some degree of fault, and denying relief on that basis would render the remedy of reformation meaningless.
Analysis:
This case solidifies the principle that a scrivener's error can form the basis for reformation of a deed on the grounds of mutual mistake, particularly when the scrivener acts as a common agent for both parties. It clarifies that the negligence of the party seeking reformation is not a bar to relief unless it amounts to a violation of a positive legal duty or prejudices the other party. The decision prevents a party from gaining an unearned windfall from a clear clerical error, thereby upholding the actual intent of the contracting parties over the flawed written instrument. This precedent strengthens the equitable remedy of reformation and makes it more accessible in cases involving errors by neutral third-party draftsmen, such as title company agents.
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