MBE Rules · Contracts
Reformation
Reformation (contracts)
The rule
Where a writing fails to express the parties' actual agreement through mutual mistake or fraud, courts reform the instrument to reflect the true bargain on clear and convincing evidence.
In plain English
Reformation is a legal remedy that allows a court to change a written contract to accurately reflect what the parties actually intended to agree upon. This typically occurs when there has been a mutual mistake or fraud that caused the written document to misrepresent the agreement.
Worked example
Two parties agree to a contract stating that Party A will sell 100 widgets to Party B for $1,000. However, due to a mutual mistake, the written contract mistakenly states 10 widgets instead of 100. The court reforms the contract to reflect the true agreement of 100 widgets for $1,000.
Memory hook
Reformation fixes the writing, not the agreement.
The trap
Exams may present scenarios where a mistake is present but not mutual, leading students to incorrectly apply reformation instead of other remedies. Students should carefully assess whether both parties shared the same misunderstanding.
How examiners test it
Questions often involve a fact pattern where a written contract does not match the parties' actual agreement due to a mistake or fraud, prompting candidates to identify if reformation is appropriate.
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