Question 1

What is reformation of a contract in Florida?

Accepted Answer

Reformation is an equitable remedy that allows a court to modify a written contract to reflect the parties’ true intentions when the written document does not accurately express their agreement. In Florida: reformation is available when: mutual mistake (both parties made the same mistake in reducing their agreement to writing), unilateral mistake with fraud (one party made a mistake and the other party knew and took advantage of it), and scrivener’s error (the drafter made a clerical error in preparing the document). The court does not rewrite the contract; it corrects it to reflect what the parties actually agreed to.

Question 2

What is the standard of proof for reformation in Florida?

Accepted Answer

Standard: the party seeking reformation must prove the grounds by clear and convincing evidence (a higher standard than preponderance of the evidence). The party must show: what the parties actually agreed to (the true agreement), how the written document differs from the actual agreement (the specific error), and that the error was caused by mutual mistake, unilateral mistake with fraud, or scrivener’s error. Parol evidence (oral testimony about the parties’ discussions and negotiations) is admissible to establish the true agreement.

Question 3

What are the limitations of reformation in Florida?

Accepted Answer

Limitations: the remedy is equitable (the court has discretion to grant or deny reformation), laches (the party seeking reformation must act promptly; unreasonable delay may bar the claim), third-party rights (reformation may not be available if a third party has acquired rights in reliance on the written document), and the party’s own negligence (if the party failed to read the document before signing, the court may deny reformation). The contract must have existed: reformation corrects an existing agreement; it does not create a new one.

Reformation of Contract Correction Remedy

Contract Reformation in Florida

When Available

Standard of Proof

Limitations

Related Terms

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