T. Arnold Ward v. Ray C. Lyman

• Decision Date: 05 January 1937
• Citation: 188 A. 892,108 Vt. 464
• Parties: T. ARNOLD WARD ET AL. v. RAY C. LYMAN
• Court: Vermont Supreme Court

188 A. 892

108 Vt. 464

T. ARNOLD WARD ET AL. v. RAY C. LYMAN

Supreme Court of Vermont

January 5, 1937

November Term, 1936.

Reformation of Contracts---Degree of Proof Necessary---Weight of Evidence for Trier---Degree of Certainty Created by Evidence for Trier---Standing of Fact Found beyond Reason- able Doubt---Facts Held Found beyond Reasonable Doubt---Findings to Be Construed to Support Decree---Findings as to Mistake Held Supported by Evidence---Relief Not Refused Because Evidence Conflicting---Mutual Mistake Defined---Mistake of Scrivener---Effect of Negligence on Right to Reformation---Court to Be Liberal in Granting Relief---Negligence as Bar to Relief---Mistake Defined---Effect of Failure to Read Instrument before Execution---Decree Reforming Contract Held Proper.

1. The jurisdiction of a court of equity to reform a written instrument upon the ground of mistake will be exercised only when the mistake is established by evidence so strong and conclusive as to place it beyond a reasonable doubt.

2. In suit in equity to reform a written instrument, the weight of the evidence is for the trier of the facts, who has seen the witnesses on the stand, observed their demeanor and manner of giving testimony, and can judge of their credibility from matters which cannot be adequately presented to the Supreme Court by the transcript.

3. In such suits, there may be instances in which the testimony is so slight and inconclusive in character that, upon review, it can be said, as a matter of law, that it is insufficient as proof beyond a reasonable doubt, but where there is clear distinct and substantial evidence tending to show existence of a mistake, the degree of certainty which it implants in the mind of the trier is for him alone.

4. In such suit, when there is a finding that the existence of a mistake has been established beyond a reasonable doubt Supreme Court must accord it the same standing as a verdict required by law to be based uuon proof to this extent, which has been expressly approved by the trial court.

5. In such suit, where the chancellor found that the terms claimed by the plaintiffs to have been omitted from or changed in the written instrument through mistake were part of the verbal contract, but did not specifically state that he did so beyond a reasonable doubt, but where he found by the requisite degree of proof, that the claimed errors in the written contract were mistakes, and because of them the true agreement was not expressed, held that the chancellor was satisfied beyond a reasonable doubt concerning the terms of the contract.

6. In such suit, findings were to be construed to support the decree in favor of the plaintiffs, if the Supreme Court could reasonably do so.

7. In such suit, held that the findings concerning the terms claimed by the plaintiffs to have been omitted from or changed in the contract were supported by the evidence, since the fact that the defendant denied the agreement and the mistakes did not prevent the proof from satisfying the chancellor beyond a reasonable doubt.

8. In such suit, relief will not be refused merely because the evidence is conflicting if the trier, after weighing it, is convinced by the requisite degree of proof.

9. A mutual mistake, in equity, is one that is common to all parties to the instrument.

10. The mistake of a scrivener acting for all parties is a mutual mistake.

11. In suit in equity to reform a written instrument where there is no fraud or circumvention, it is not for courts of equity to relieve a party from the mere results of his own carelessness, negligence or laches not induced by the conduct of the other party, since equity assists the vigilant, not the negligent, but even a clearly established negligence may not of itself be a sufficient ground for refusing relief, if it appears that the other party has not been prejudiced thereby.

12. In such suit, where no one is injured by the mistake but the party himself, and no one has changed his position by reason of the act done through the influence of the mistake, a court of equity should be liberal in granting relief, although the highest degree of vigilance has not been exercised.

13. In such suit, the rule that negligence will bar relief is applicable only to cases of unilateral mistake not caused by the fraud or imposition of the other party.

14. A mistake is an unintentional act or omission arising from ignorance, surprise, imposition or misplaced confidence, and it exists when a person under some erroneous conviction of law or fact does or omits to do some act which, but for the erroneous conviction, he would not have done or omitted; it is distinguished from fraud by the absence of knowledge or intention.

15. In suit in equity to reform a written instrument, whether a mistake is to be corrected depends always upon the circumstances of the case, and the mere failure of the party seeking relief to read the instrument before executing it is not a controlling factor.

16. In suit in equity to reform a written contract for sale of farm by incorporating therein provision that installments to be paid by purchaser should be applied first to meet interest charges and by changing clause to provide that purchaser rather than vendors should cut hay, where chancellor found beyond a reasonable doubt that the claimed errors were mistakes, decree reforming the contract held proper, since the mistake was mutual and if reformation was denied, the plaintiffs alone would suffer injury and the defendants would gain an unconscionable advantage.

APPEAL IN CHANCERY. Bill of complaint seeking to reform a written contract for the sale of a farm on the ground of mistake. Answer denying the alleged mistake. Heard on bill, answer and findings of fact by the chancellor at the March Term 1936 Rutland County, Cleary, Chancellor. Decree for the plaintiff. The defendant appealed and filed a bill of exceptions. The opinion states the case.

Decree affirmed and cause remanded.

Andrew C. Calvi for the defendant.

James P. Leamy and Christopher A. Webber for the plaintiff.

Present: POWERS, C. J., SLACK, MOULTON and SHERBURNE, JJ., and STURTEVANT, Supr. J.

OPINION

MOULTON

The jurisdiction of a court of equity to reform a written instrument upon the ground of mistake will be exercised only when the mistake is established by evidence so strong and conclusive as to place it beyond reasonable doubt. Pennock v. Goodrich, 102 Vt. 68, 72, 146 A. 1; Exrs. of Judevine's Est. v. Trustees of Caledonia County Grammar School, 93 Vt. 220, 231, 106 A. 836; Fife & Child v. Cate, 84 Vt. 45, 47, 77 A. 947; Fairbanks v. Harvey, 83 Vt. 283, 285, 75 A. 268; Fuller v. Knapp, 82 Vt. 166, 168, 72 A. 688; Shattuck v. Gay, 45 Vt. 87, 90. In Bailey v. Woodbury, 50 Vt. 166, 169, it is said that the proof must be "beyond any fair doubt"; in Preston v. Whitcomb, 17 Vt. 183, 188, and Griswold v. Smith, 10 Vt. 452, 455, "irrefragable"; in Goodell v. Field, 15 Vt. 448, 452, "clear and strong leaving no doubt"; in Lyman v. Little, 15 Vt. 576, 592, "clear and undoubted"; in Cleavland v. Burton, 11 Vt. 138, 139, "clear, satisfactory and conclusive"; in Barry v. Harris, 49 Vt. 392, 395, "of the strongest and most conclusive character"; in Abbott v. Flint's Admr., 78 Vt. 274, 277, 62 A. 721, "clear and unequivocal." All these expressions are essentially the same in meaning.

The weight of the evidence is, of course, for the trier of the facts who has seen the witnesses on the stand, observed their demeanor and manner of giving testimony, and can judge of their credibility from matters which cannot be adequately presented to us by the transcript. There may be instances where the testimony is so slight and inconclusive in character that, upon review, it can be said, as a matter of law, that it is insufficient as proof beyond a reasonable doubt. But where there is clear, distinct and substantial evidence tending to show the existence of mistake, the degree of certainty which it implants in the mind of the trier is a matter for him alone. When, therefore, there is a finding that the fact has been established beyond a reasonable doubt, we must accord it the same standing as a verdict, required by law to be based upon proof to this extent, which has been expressly approved by the trial court. Platt, Admx. v. Shields & Conant, 96 Vt. 257, 271, 119 A. 520.

The findings state that the parties made a verbal agreement for the sale of a certain farm, and employed Vernon J. Loveland an attorney, to draw a written contract in accordance therewith. The latter dictated the instrument to his stenographer in their presence. Among the terms of the contract so agreed upon and dictated were provisions that the installments to be paid by the defendant should be applied first to meet a charge of 6 per cent interest upon the unpaid balance of the purchase price, and that the defendant should cut, but should not remove, the hay from the farm. In transcribing the paper the stenographer omitted reference to the payment of interest, and wrote that the plaintiffs should cut the hay. Mr. Loveland had stepped out of his office when the instrument was completed and handed to the parties. They read over only the part of the contract that described the property to be conveyed, and signed it. On their way home the plaintiffs discovered that the typewritten contract differed from the terms agreed upon, and immediately returned to the attorney's office and pointed out the omission and mistake. The attorney communicated with the defendant, who did not deny the errors, but said that he wanted time to think it over, and later refused to correct them and gave notice that he was going to depend upon the written contract, no matter what the original intention...