Nash v. Kornblum
186 N.E.2d 551, 234 N.Y.S.2d 697, 12 N.Y.2d 42 (1962)
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Rule of Law:
A court of equity will reform a written contract to conform to the parties' antecedent agreement if it fails to express that agreement due to a scrivener's error, even if the mistake was unilateral, so long as the evidence of the mistake and the original agreement is clear and convincing.
Facts:
- Plaintiff, a fence company, and Defendant, a camp owner, negotiated for the installation of a 10-foot-high fence around tennis courts with an estimated ground length of 484 linear feet.
- Plaintiff's estimator, Harkness, offered two options: a more expensive chain-link fence and a cheaper hex netting fence.
- The hex netting option required using two 5-foot-wide strips to achieve the desired 10-foot height, meaning 968 feet of material would be needed to cover the 484-foot ground length.
- Plaintiff's stenographer prepared two formal proposals; the one for hex netting contained a typographical error, stating the 'Length' as '968 linear feet' instead of 484 linear feet.
- The price for the hex netting proposal was $1,829, which was less than the $2,040 price for the 484-foot chain-link fence.
- Defendant signed and returned the hex netting proposal with the '968 linear feet' term, along with a deposit.
- After Plaintiff installed fencing covering a total ground length of 634 feet (including an additional area), Defendant sent a letter asserting that the contract was for 968 linear feet of ground coverage and that he was still owed the remaining 334 feet under the contract price.
Procedural Posture:
- Plaintiff fence company filed a lawsuit against Defendant in the New York Special Term (the trial court) seeking to have the contract reformed.
- The Trial Judge dismissed the Plaintiff's complaint, finding that the Plaintiff had not proven fraud on the part of the Defendant.
- Plaintiff appealed the trial court's dismissal of the complaint to a higher court.
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Issue:
Does a unilateral scrivener's error in reducing an agreement to writing, which misrepresents a previously agreed-upon term, warrant the equitable remedy of reformation?
Opinions:
Majority - Foster, J.
Yes. A contract may be reformed to correct a scrivener's error that causes the written instrument to inaccurately reflect the parties' prior agreement. The court found clear and convincing evidence that both parties had agreed on the physical area to be fenced (approximately 484 feet) before the written contract was created. The '968 linear feet' term was a mistake by the plaintiff's secretary (a scrivener's error) who incorrectly doubled the ground length to reflect the amount of 5-foot-wide material needed for a 10-foot-high fence. The court distinguished this from a mistake in the formation of the agreement itself, such as a mistaken bid, which is not reformable. Citing Hart v. Blabey, the court held that where the only mistake is in the reduction of the agreement to writing, equity can correct the instrument to conform to the parol agreement it was intended to embody. The defendant's attempt to take advantage of what he knew to be an error further supports granting equitable relief.
Analysis:
This decision reaffirms the equitable power of courts to look beyond the four corners of a written agreement to correct a mistake in its expression. It distinguishes between a substantive mistake in judgment during contract formation (which is binding) and a clerical or scrivener's error in transcription (which is reformable). The ruling is significant because it allows for reformation based on a unilateral mistake in drafting, provided there is clear evidence of a contrary prior agreement and, ideally, evidence that the non-mistaken party was aware of the error. This prevents parties from opportunistically enforcing obvious typographical errors to gain an unfair advantage.
