Cram v. Reynolds

• Citation: 186 P. 100,55 Utah 384
• Decision Date: 12 December 1919
• Docket Number: 3368
• Court: Utah Supreme Court
• Parties: CRAM et al. v. REYNOLDS et al

186 P. 100

55 Utah 384

CRAM et al. v. REYNOLDS et al

No. 3368

Supreme Court of Utah

December 12, 1919

Appeal from District Court, Third District, Salt Lake County; W. H Bramel, Judge.

Action by Sidney A. Cram and Lutie M. Cram against C. D. Reynolds and Annie E. Reynolds.

From decree for defendants, plaintiffs appeal.

REVERSED, and CAUSE REMANDED, with directions.

David W. Moffat, of Murray, and Ray Van Cott, of Salt Lake City for appellants

Dan B Shields, of Salt Lake City, for respondents.

WEBER, J. CORFMAN, C. J., and FRICK, GIDEON, and THURMAN, JJ., concur.

OPINION

WEBER, J.

Plaintiffs brought this action against defendants for the purpose of reforming a certain written contract so as to include within the reformed contract eleven shares in the Cahoon & Maxfield Irrigation Company and for specific performance of the contract when thus reformed. Plaintiffs allege in their complaint the making of the contract and that it was understood and agreed by the parties thereto that defendants should transfer and deliver to plaintiffs as part of the consideration eleven shares of the capital stock of the Cahoon & Maxfield Irrigation Company, but that through the mutual mistake of the parties the eleven shares of stock were omitted from the contract. The bill seeks a reformation of the contract so as to include the eleven shares of stock of the irrigation company. Plaintiffs further in their complaint pray for a decree requiring that defendants perform their part of the contract by transferring and delivering the said eleven shares of stock to plaintiffs. The defendants in their answer admit the execution and delivery of the contract referred to, but deny that said eleven shares, or any part thereof, entered into the consideration of the contract, and affirmatively allege that the contract as written contains all the terms and stipulations to which the several parties thereto had agreed. The issues were found in favor of defendants by the trial court, and from the decree accordingly entered plaintiffs appeal.

Mutual mistakes can be corrected, and courts will reform a contract so as to express what the parties actually agreed upon and make it express the terms upon which the minds of both parties met. The law on the subject is well established in this jurisdiction. If the same mistake be made by both parties, the contract may be rectified, but the proof must be clear and distinct, as courts do not make contracts for parties. To secure reformation of a written contract which is presumed to be the real contract and to contain all the terms agreed upon, the party seeking relief and demanding reformation of the contract must establish the mutual mistake by evidence that is clear, satisfactory, and convincing, and not merely by a preponderance of the evidence. Wherritt v. Dennis, 48 Utah 309, 159 P. 534; Weight v. Bailey, 45 Utah 584, 147 P. 899; Deseret National Bank v. Dinwoodey et al., 17 Utah 43, 53 P. 215; Ewing v. Keith, 16 Utah 312, 52 P. 4. The only question involved in this case is whether the proof produced by appellants, considered in connection with that offered by respondents, measures up to the required standard. The answer to this question necessitates a review of the testimony.

Sidney A. Cram and his wife, Lutie M. Cram, were residents of Idaho in the fall of 1917 and owned a 200-acre dry farm in that state. Desiring to sell or trade their Idaho farm, they inserted an advertisement to that effect in the Salt Lake Tribune. The advertisement was answered October 9, 1917, by C. D. Reynolds and Mrs. Annie E. Reynolds, his wife respondents herein, who in their letter said they had a small place near Murray, Utah, with a bungalow and two three-room houses on it, "very best soil that will raise anything; eleven shares of mountain water, enough for twice this amount of land, which is very valuable--about $ 150 per share now." After some correspondence between the parties Reynolds went to Idaho and looked over the Cram farm, and there said that, if Mrs. Reynolds was satisfied with his description of the property they would consider a trade. During the discussion, in referring to the exchange of property, Reynolds said that he proposed to trade to the Crams property consisting of six acres of land, three brick houses, and eleven shares of water right, the water right or shares being enough for twice the amount of land and being valued at $ 150 per share. During the conversation Mr. Reynolds asked Cram if he had done any irrigating, and Cram answered in the negative. Reynolds said that a neighbor would show him how to irrigate. Reynolds also stated to the appellants that he secured this water right of eleven shares so he could better sell the place. Three witnesses, Mr. and Mrs. Cram and Mrs. Jennie Harvey, the mother of Mrs. Cram, all testified to the effect that Mr. Reynolds, when in Idaho, positively assured Mr. Cram that he had eleven shares of water right, and that the same would be exchanged in connection with the six acres of land and improvements thereon, and that this water right was enough for twice the amount of land, and that it was of the value of $ 150 per share. A week or ten days after Reynolds made his visit to Idaho the Crams went to Murray to examine the Reynolds property. While such examination was being made Reynolds explained how the land could be irrigated, and, testifying about this conversation, Mrs. Cram says that they could tell it had been irrigated, and at that time Reynolds said that the water right was in the Cahoon & Maxfield ditch. Appellants further testified that Reynolds promised and agreed that he would turn over the water certificates, one for ten shares and one for one share, at the time the deeds were signed and exchanged. Both of the Crams also testified that Reynolds said that the water went with the land. After examining the Reynolds property a trade was agreed upon, and as part of the agreement a number of articles were to be left on each property. The negotiations continued till Saturday night, November 3, 1917. Mrs. Cram had in the meantime made a memorandum of the personal property to be exchanged. The parties agreed that Mr. D. W. Moffat, a lawyer of Murray who was known to Reynolds, should be employed to prepare a written agreement. Articles of furniture, machinery, and live stock on both sides were to be exchanged. As the Crams were anxious to return to Idaho, an appointment was made for the next day, Sunday, at Mr. Moffat's office, where the contract sought in this action to be reformed was drawn by the attorney. The deeds had been executed, and the documents were all present and before the parties at the time when Reynolds asked Moffat to step into an outer room of the office out of the presence of Mrs. Reynolds and Mr. and Mrs. Cram. When alone with Moffat Reynolds said: "The water rights in the Cahoon & Maxfield ditch are not specifically mentioned in the contract; will the water rights pass by these deeds we have just signed?" He was told: "The water rights to land pass by deed in the state of Utah unless the water rights are in incorporated companies; if they are in incorporated companies, they do not, but, Mr. Reynolds, you understand the whole basis of this transaction is that you are expected to convey those water rights; they should go in connection with the deal." Reynolds replied, "Do you think they can require me to?" and was told by Moffat, "Yes: not only that, but you ought to," to which Reynolds answered, "Well, I'll let them sweat a little while, anyway." Mr. J. J. Proctor testified to his familiarity with the Reynolds land, which is on what is known as the Olsen fork or branch of the Cahoon & Maxfield...