This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Reformation may be had at the suit of those who succeed to the interest of the original party against whose interest such mistake operates.1 Accordingly, reformation may be granted to heirs who take by descent,2 and to judgment creditors.3 In some jurisdictions only one who is in technical privity with the original party to the instrument may have reformation.4 "Privity" is said to mean that the party who seeks relief must derive his title from the party against whose interest the mistake was made and subsequent to the date of the instrument in which such mistake appears.5 The relation of privity does not exist between those who have different estates in the same property if the party who seeks relief is not a successor to the very estate of the party against whose interest the mistake was made originally.6 It has been held that a subsequent grantee can not have reformation against a prior grantee, because there is no privity between them.7 In other jurisdictions the second grantee has been permitted to maintain a suit for reformation where his interest under the second deed will be affected adversely if he can not have the first deed reformed.8 If the first grantee does not file his deed for record until after the second deed has been filed, the first grantee may have reformation as against the second grantee.9 The principle that he who seeks equity must do equity has been invoked to deny reformation to one who has been guilty of inequitable conduct or will gain an unfair advantage if the decree of reformation is granted.10 A party to a contract, who has been guilty of actual fraud, can not have reformation.11 Equity will not reform a conveyance by eliminating the covenant which forms the only consideration for the conveyance.12 Reformation can not be granted as against contingent interests which have not yet vested.13 An instrument which conveys a life estate to A, with remainder to his children, can not be reformed so as to convey a fee to A before any children have been born, since the interests of the unborn children are not represented.14
12 Boardman v. Insurance Co., 84 Or. 60, 164 Par. 558.
13 King v. Brown, 7S N. H. 470, 101 Atl. 627.
14 Haugh v. Lanz, - Ia. - , 163 X. W. 204.
15 Haugh v. Lanz, - Ia. - , 163 N. W. 204.
1 White v. Grand Rapids & T. Ry. Co., 190 Mich. 1, 155 X. W. 710; Bank v Redwine, 171 X. Car. 550, 8S 8. E. 878; Coates v. Smith, 81 Or. 556, 160 Pac. 517.
2 White v. Grand Rapids & I. Ry. Co., 100 Mich. 1, 155 N. W. 719.
3Coates v. Smith, 81 Or. 556, 160 Pac. 517.
4 Garlington v. Blount, 146 Ga. 527, 01 S. E. 553; Swearengin v. Swearengin, - Mo. - , 202 S. W. 556; Sills v. Ford, 171 X. Car. 733, 88 S. E. 636.
5 Sills v. Ford, 171 X. Car. 733, 88 S. E. 636.
6 Garlington v. Blount, 146 Ga. 527, 91 S. E. 553.
7Garlintfton v. Blount, 146 Ga. 527, 91 S. E. 553.
Only a party who is prejudiced by the mistake can maintain a suit for reformation.15 He must have an interest which will be protected by the decree of reformation and which will be injured if such decree is not rendered.16 If certain property is the separate property of a married woman, her husband can not have reformation of the conveyance thereof.17 A testamentary trustee can not bring suit for reformation of a deed executed by the decedent in order to avoid the liability of the estate for breach of a covenant of warranty as to that part of the realty which was described in the deed by mistake.18 A married woman who joins in her husintervening rights of bona fide purchasers for value will be prejudiced by reformation it will not be allowed.1 Reformation will not be granted as against a subsequent grantee for value without notice,2 or as against a judgment creditor.3 Equity will not reform a certificate of preferred stock which was really intended as a certificate of indebtedness secured by a lien upon the corporate property if the effect of such reformation will not be to prejudice the general creditors.4 After an insurance company has become insolvent, the holders of income certificates can not have reformation if the effect of such reformation would be to deprive the policyholders of a fund which has been reduced by the payment of their premiums and if it would apply such funds to the discharge of the income certificates.5 Rights of third persons acquired with actual6 or constructive7 notice of the mistake, or rights of band's deed to release dower, can not have the deed reformed to correct a covenant of warranty where she was not bound by such warranty.19 So one who sues as partner for reformation of a partnership contract must show that he has an interest in such partnership.20
8 Spencer v. Spencer, 115 Miss. 71, 75 So. 770.
9 Sills v. Ford, 171 N. Car. 733, 8S S. E 636.
19 Baker v. Corbin, 148 Ga. 267, 96 S. E. 428; Bliss v. Linden Cemetery Association, 85 N. J. Eq. 501, 96 Atl. 1001 [modifying decree, Bliss v. Linden Cemetery Association, 83 N. J. Eq. 494, 91 Atl. 304].
11 Baker v. Corbin, 148 Ga. 267, 96 S. E. 428.
12 Bliss v. Linden Cemetery Association, 85 N. J. Eq. 501, 96 Atl. 1001 [modifying decree, Bliss v. Linden Cemetery Association, 83 N. J. Eq. 494, 91 Atl. 304].
13 Downey v. Seib, 185 N. Y. 427, 8 L. R. A. (N.S.) 49, 78 N. E. 66.
14 Downey v. Seib, 185 N. Y. 427, 8 L. R. A. (N.S.) 49, 78 N. E. 66.
15 Miller v. Morris, 123 Ala. 164, 27 So. 401; Auerbach v. Healy, 174 Cal. 60, 161 Pac. 1157; De Veer v. Pierson, 222 Mass. 167, 110 N. E. 151; Mlnazek v. Libera, 78 Minn. 151, 80 N. W. 866.
16 Auerbach v. Healy, 174 Cal 60, 161 Pac. 1157. .
17 Auerbach v. Healy, 174 Cal. 60, 161 Pac. 1157.
18 De Veer v. Pierson, 222 Mass. 167, 110 N. E. 154.