Contract Reformation in Florida is an extremely useful remedy for fixing mistakes, or errors, made in legally binding written contracts. These mistakes can be very harmful to business, ownership or inheritance interests but thankfully can be corrected with court approval.
The most important thing to know is that you’ll need evidence that both sides agree upon a mistake and that it will have an impact on the future of all parties involved.
To file a reformation contract complaint in Florida, please feel free to contact our Pinellas County contract attorneys today for a free consultation.
Table of Contents
What is Contract Reformation?
- Contract Reformation is the act of re-writing or editing a written contract to resolve an issue caused by the existing contract document.
- It is used when a mistake in a contract has led to a misunderstanding or other issue in the performance of a contract between parties.
- For example, if both parties overlooked the mistake originally but have now noticed it and want it resolved.
- A reformed contract is the term given to a contract that has been rewritten or edited to correct a flaw.
How Does Contract Reformation Work in Florida?
- Florida law allows for contract reformation if there is evidence of a mistake of fact or law in a legal document. The edits must conform to the intent of the original parties.
- Reformation only corrects errors to meet the true terms. It does not seek to interpret language, such as in case of misinterpretation.
- The court does not make the amendment, but determines the intent of the parties, to correct the language which can then be fixed by a contract lawyer.
- It applies to many types of contracts, from business agreements to wills and trusts.
How Can I Make a Contract Reformation in Florida?
To make a contract reformation in Florida, you must draft a complaint with a local court. You should work with an experienced Pinellas County contract lawyer.- The complaint must allege a ‘cause of action’, by stating:
- Facts about the creation of the document
- Its language and the language intended by both parties
- The mutual mistake
- How will the performance under the reformed contract be affected?
- This final point is the most important, because if there are no concrete changes then the court won’t grant reformation.
- This must all be proven with clear and convincing evidence.
When Is Contract Reformation Needed?
Contract Mistakes (Classical Fact Scenario)
- If a mistake occurred in the contract, that both parties agree was a mutual one, then reformation can occur.
- One party cannot use this as a mistake to excuse their lack of performance; both sides must agree there was a genuine mistake in the contract document.
- For example, if the contract said a product must be delivered by 2027, when actually both parties meant it to be for 2026, then that would be a mistake that could be reformed.
- With evidence of this, there is jurisdiction to reform the document to meet the intentions and agreement of both parties.
- Contract mistakes require the assistance of an experienced Pinellas County contract lawyer.
Inequitable or Fraudulent Conduct (Black Letter Scenario)
- If one party has behaved fraudulently or inequitably in a contract agreement, then contract reformation may also be required.
- For example, if a provided false information in the contract, or withheld critical information then the other party could argue to a court that the documents should be amended.
- Clear and convincing evidence is required.
Missing Signatures
- Contract reformation can also be used to add missing signatures.
- For example, in Tri-County Produce Dist. Inc. v. N.E Production Credit Assn., 160 So. 2d 46, 49 (Fla. 1st DCA 1963).
- In this case, the court set a precedent for the addition of signatures which were accidentally omitted.
Does Contract Reformation Create a New Contract?
No. A new contract is not formed, and Florida courts do not have authority for that, but instead, the existing contract is amended to fix the flaw – this solution is known as an equitable remedy.What Do I Do If The Other Party Doesn’t Agree on a Mistake?
Failure to prove the other party doesn’t agree on a mutual mistake will mean you can’t make a contract reformation. In this scenario, you’ll need to consider alternative remedies such as rescinding the agreement or even filing a lawsuit. However, if the other party was fraudulent or misrepresented facts in the contract then you may have a case for reformation. Read Related:- What Constitutes a Breach of Contract in Florida?
- How to Defend a Breach of Contract Claim
- Consequences of Breaches of Commercial Real Estate Contracts
Keys Examples of Contract Reformation Cases in Florida
- Schroeder v. Gebhart (825 So. 2d 442, Fla. Dist. Ct. App. 2002): Reformation of a trust after the settlor’s death.
- Smith v. Royal Automotive Group, Inc. (675 So. 2d 144, Fla. Dist. Ct. App. 1996): Reformation where a court approved the reformation of a written instrument to meet the parties’ intentions.
- Florida Masters Packing v. Craig (739 So. 2d 1288, Fla. Dist. Ct. App. 1999): Reformation of a deed due to mutual mistake.
- Zibell v. Chan (535 So. 2d 708, Fla. Dist. Ct. App. 1988): Example of the limitations of claiming reformation without notice.
- Rucks v. Ansin (198 So. 2d 662, Fla. Dist. Ct. App. 1967): Reformation of deeds.
- Megiel-Rollo v. Megiel (162 So. 3d 1088, Fla. Dist. Ct. App. 2015): Trust reformation.
- S. Bank v. Engle (311 So. 3d 197, Fla. Dist. Ct. App. 2020): The importance of proving a mutual mistake and the intent for reformation.
