1 N.Y.S. 315 | N.Y. Sup. Ct. | 1888
If it is necessary, in order to support the recovery in this action, that the contract which forms the basis of the action should be reformed, as prayed for in the complaint, and as found in the findings of the learned justice who tried the cause, the judgment appealed from cannot be sustained. In order to justify the court in reforming the contract, the proof of the mistake, as has been said by Chief Justice Spencer, must be clear and decisive; for a written contract executed by the one party, and accepted by the other, affords very high evidence that it speaks the agreement and intention of both parties. Parol communications leading to a contract, consisting of propositions and answers, must necessarily be vague find uncertain, and we are to look for the real contract in the solemn and consummated act of the parties,—the final and written agreement between them.” The rule seems to be well established that, in order to justify the court in inserting into a written contract that which has been omitted by the parties, the evidence should be strong, conclusive, and in some cases it has been held should be beyond all reasonable doubt. But, perhaps, this expression is too strong. There must be, at least, very conclusive evidence that by mistake the contract does not represent the intention of the parties, or that by mistake an omission has taken place, or clauses have been inserted which were not intended, or there must be proof of fraud having been perpetrated by one party against the other,
The question, then, arises as to whether a recovery can be sustained upon the contract without the reformation. The claim upon the part of the defendants seems to be that they were too sharp for the plaintiffs; that they procured a contract to be drawn by their lawyers by which the plaintiffs were bound, but the defendants were not; and it is because of that claim, upon the part of the defendants, that the plaintiffs have sought to have this contract reformed. An examination of the contract, however, seems to lead to the inevitable conclusion that no reformation was needed, and that the contract, with the reformatory clause and without it, is to be interpreted in precisely the same way; and that although the defendants intended to have a contract drawn which should not bind them, but which they should make the plaintiffs believe did bind them, and which would bind the plaintiffs, the contract as executed was a perfect contract, binding both parties; and the defendants seem to be entirely mistaken in assuming that they had been sufficiently acute to bind the plaintiffs, and not to bind themselves. A very brief consideration of the phraseology of this contract appears to establish this proposition. The contract purports to be a memorandum of agreement made the 4th day of April, 1885, between the defendants and the plaintiffs. It recites that the parties of the first part, namely, the defendants, are about to publish a book entitled “Personal Memoir of U S. Grant,” in two volumes, octavo form, of about 500 pages each; and that the said parties of the first part (the defendants) have contracted with the parties of the second part (the plaintiffs) to set up, electrotype, and print said two volumes upon the terms and conditions thereinafter stated. This recital is an assertion that they (Webster & Co.) had made a contract with Little & Co. that they should print the two volumes upon the terms and conditions subsequently stated in the agreement. This was clearly an admission by Webster & Co. that they had made this contract with Little & Co., and that. Little & Co. were to do the printing, and that they were to give the printing to them for the purpose of being done. This language admits of no other construction. Webster & Co. were to be the .publishers, and Little & Co. were to print these two volumes; and, if they were to print these two volumes, then, necessarily, Webster & Co. were bound to give them the matter for publication. It cannot be said that Little & Co. had contracted to do whatever printing Webster & Co. gave them, because the statement of the recital is that Webster & Co, had contracted with Little & Co. to print these two volumes, which necessarily means that Webster & Co., the publishers, were to furnish the matter to Little & Co. for the purpose 'of printing; the contract, therefore, being that Little & Co. were to do the printing of these two volumes, and Webster & Co. to furnish the matter. The contract in question then proceeds with the specifications as to how the work is to be done, and when it is to be done, and what payments are to be made, etc.; and, by the provisions of these specifications, the plaintiffs are to print at least 50,000 copies. Does it say of the first volume? ÍTot at all. But it says they are to print at least 50,000 copies thereof, meaning the said book; and there is nothing to indicate that this limitation, was to apply either to the first or second volume; and upon the construction of the contract, it being a specification for the publication of the two volumes, the necessary meaning to be
It may be said that the conclusion at which we have arrived, makes the action simply one at law to recover damages for the violation of a contract, and that it should have been tried before the court and a jury, and not before the court. If the defendants, in their motion to dismiss, or at any stage of the trial, had raised this question by a proper motion and exception, the objection would undoubtedly have been well taken. But they have nowhere raised any such proposition. The grounds upon which the defendants moved, to
• The necessary conclusion is that that part of the judgment which attempts to reform the contract must be reversed,' and the remainder of the judgment affirmed, without costs to either party.
Bartlett and Maoomber, JJ., concurring.
NOTE.
Equity—Reformation on Ground of Mistake. The provisions of a written instrument will not be disturbed for the purpose of reforming it, unless it be shown—
(1) That the instrument does not set forth the true intent of the parties. Fritzler v. Robinson, (Iowa,) 31 N. W. Rep. 61; Water-Power Co. v. Merriman, (Minn.) 37 N. W. Rep. 199; James v. Cutler, (Wis.) 10 N. W. Rep. 147.
(3) That the failure to make the instrument express such intent arose from oversight or mistake in draughting it. Fritzler v. Robinson, supra; Dod v. Paul, (N. J.) 11 Atl. Rep. 817.
(3) That such mistake was mutual. Henderson v. Stokes, (N. J.) 8 Atl. Rep. 718; Spare v. Insurance Co., 19 Fed. Rep. 14; Wachendorf v. Lancaster, (Iowa,) 14 N. W. Rep. 316, 16 N. W. Rep.533; James v. Cutler, supra; Houser v. Austin, (Idaho,) 10Pac. Rep. 37; Griffith v. County, (Ark.) 3 S. W. Rep. 886; Rosseau v. Lambert, (Ky.) 7 S. W. Rep. 923; Clark v. Roots, (Ark.) 6 S. W. Rep. 728; Worsley v. Insurance Co. (Iowa,) 38 N. W. Rep. 161, Keister v. Myers, (Ind.) 17 N. E. Rep. 161; Probett v. Walters, (Mich.) 38 N. W. Rep. 320; Ellison v. Fox, (Minn.) Id. 358. It must appear that both parties have done what neither intended. Henderson v. Stokes, supra; Spare v. Insurance Co., supra; Houser v. Austin, supra. Where there is any miscarriage in expressing the mind of a party to a contract, it would seem to be just that he should be bound by what he fairly expressed, whether he intended it as he expressed it or not. Building Co. v. Sloan, 21 Fed. Rep. 561.
But an instrument may be reformed, though the mistake is not mutual, if the one party knew or had such implied knowledge of the mistake of the other as would make it inequitable to permit him to benefit thereby. Town of Essex v. Day, (Conn.) 1 Atl. Rep. 620; James v. Cutler, supra; Peasley v. McFadden, (Cal.) 10 Pac. Rep. 179. An instrument may be annulled for the fraud of a party thereto, but a bill in equity to reform. a written instrument will not lie, nor will other relief be granted, in the absence of a specific allegation of fraud, where the only evidence of a mutual mistake is that complainants, being unable to understand English, relied upon statements of the defendants as to the meaning of the document, which statements were untrue. Fehlberg v. Cosine, (R. I.) 13 Atl. Rep. 110.
A mistake of law, made through the representations of an agent, may be corrected in equity, Bailey v. Insurance Co., 13 Fed. Rep. 350; and while for a bare mistake of law alone relief will rarely, if ever, be afforded, yet equity will interfere where it further appears that the defendant, availing himself of the opportunities of the mistake, will take an unconscionable advantage of the plaintiff, Benson v. Markoe, (Minn.) 33 N. W. Rep. 38; Kornegay v. Everett, (N. C.) 5 S. E. Rep. 418.
(4) Nor will such instrument be reformed unless the mistake be clearly proved. Baltzer v. Railroad Co., 6 Sup. Ct. Rep. 216; Griswold v. Hazard, 26 Fed. Rep. 135; Guilmartin v. Urquhart, (Ala.) 1 South. Rep. 897; Frederick v. Henderson, (Mo.) 7 S. W. Rep. 186. It must be satisfactorily proved,—to a moral certainty. Spare v. Insurance Co., supra. The proof must he so full ana clear as to leave no room for controversy. Henderson v. Stokes, supra. It must be entirely clear and satisfactory, Rawson v. Lyons, 23 Fed. Rep. 107; clear, satisfactory, and conclusive, Cummins v. Monteith, (Iowa,) 16 N. W. Rep. 591; clear, satisfactory, and free from reasonable doubt, Wachendorf v. Lancaster, (Iowa,) 14 N. W. Rep. 316, 16 N. W. Rep. 533. Itmustbeclear and convincing, Fritzler v. Robinson, supra; and leave no reasonable doubt in the mind of the court, Houser v. Austin, supra. It must be clear, precise, and indubitable. Ahlborn v. Wolff, (Pa.) 11 Atl. Rep. 799.
On the unsupported testimony of the plaintiff, contradicted by his own conduct, the -court will not reform a contract on the ground of mistake. Shipman v. District of Columbia, 7 Sup. Ct. Rep. 134.