Werner v. Rawson

• Decision Date: 16 May 1892
• Citation: 15 S.E. 813,89 Ga. 619
• Parties: WERNER v. RAWSON.
• Court: Georgia Supreme Court

15 S.E. 813

89 Ga. 619

WERNER v. RAWSON.

Supreme Court of Georgia

May 16, 1892

Syllabus by the Court.

1. While a court of equity will not reform a written contract upon the ground of mistake, unless the mistake is shown to be common to both parties, yet it may exercise its powers to grant relief in a proper case, by rescinding and canceling the writing upon the ground of a mistake of a facts material to the contract by one party only.

2. Where it appeared that a mutual mistake existed between the contracting parties as to the price to be paid for certain real estate, the vendor understanding his offer of $5,000, to have been accepted, while the agent of the vendee understood the vendor's offer to be $2,500, and the vendor ignorantly and without examination, accepted a check for the latter amount, and, without nothing the consideration named therein, executed a deed which purported to convey the premises in consideration of $2,500, the question whether or not the vendor, exercised reasonable diligence to discover the mistake was properly left to the jury for determination. The evidence introduced by the vendor explanatory of his failure to observe that the amount stated in the deed and check was not that at which he had agreed to sell, taken in connection with the fact that he conclusively proved his mistake to have been honest and genuine, and that immediately upon discovery of the same he notified the opposite party and sought to rescind the contract, warranted the jury in finding this issue in his favor.

Error from superior court, Fulton county; E. N. BROYLES, Judge.

Action by Mrs. Anna S. Werner against E. E. Rawson to recover certain land, and to establish a copy of the deed which was destroyed. Judgment for defendant. Plaintiff brings error. Affirmed.

Candler & Thomson, for plaintiff in error.

Hall & Hammond, for defendant in error.

BLECKLEY C.J.

The action was brought by Mrs. Werner to recover the land, and to establish a copy of the deed of conveyance which Rawson, the defendant, had executed to her, and afterwards destroyed. The controlling legal question arises upon the equitable relief prayed for by Rawson in his answer, to wit, that the deed of conveyance be canceled and set aside on the ground of mistake. The mistake, if any, was not alone in the deed, but in the contract itself, and consisted primarily of a difference of opinion or understanding as to the price at which the property was to be sold and conveyed by the defendant, Rawson, to the plaintiff, Mrs. Werner; the vendor understanding the price to be $5,000, and the purchaser (who contracted by her agent, Mr. Simon) understanding it to be $2,500. Both the consideration expressed in the deed and the amount of the check delivered in payment of the purchase money conformed to the understanding of the purchaser, so that, relatively to these documents, the mistake was not mutual, but only unilateral. Relatively to the contract itself, the mistake was mutual, in so far as mutuality consists for mutual misapprehension; for the vendor had one understanding of the price supposed to be agreed upon, and the purchaser another. But the case may be dealt with as one of mistake on the part of the vendor alone, which mistake, looking to the whole scope of it, consisted-- First, in an honest belief that he had named $5,000 as the price of the property, and that the purchaser had agreed to pay it; secondly, in a like belief that such was the amount for which the check he received in payment was drawn, when in fact that amount was only $2,500.

1. There is a plain distinction between reforming a writing and canceling it. Unquestionably it is true that, to enable a court to reform an agreement evidenced by writing on the ground of mistake, it must affirmatively appear that the mistake was common to both parties, and that the writing, as executed, expresses the contract as understood by neither. The reason for the rule is forcibly stated by AMES, C.J., in Diman v. Railroad Co., 5 R. I. 134, who says: "A court of equity has no power to alter or reform an agreement made between parties, since this would be in truth a power of contract for them; but merely to correct the writing executed as evidence of the agreement, so as to make it express what the parties actually agreed to. It follows that the mistake which it may correct in such a writing must be, as it is usually expressed, the mistake of both parties to it; that is, such a mistake in the drafting of the writing as makes it convey the intent or meaning of neither party to the contract. If the court were to inform the writing to make it record with the intent of one party only to the agreement, who averred and proved that he signed it as it was written by mistake, when it exactly expressed the agreement as understood by the other party, the writing, when so altered, would be just as far from expressing the agreement of the parties as it was before; and the court would have been engaged in the singular office, for a court of equity, of doing right to one party at the expense of a precisely equal wrong to the other."

"Equity will not reform a written contract unless the mistake is proved to be the mistake of both parties, but may rescind and cancel an contract upon the ground of a mistake of facts material to the contract of one party only." 15 Amer. & Eng. Enc. Law, 647. The mistake "must be mutual if the complainant wishes to have the instrument reformed, and not simply set aside because equity cannot undertake to reform on the ground of the ignorance or misapprehension of one of the parties as to any facts, though it may rescind." Bisp Eq. (4th Ed.) § 191. So, "cancellation is appropriate when there is an apparently valid written agreement or transaction embodied in writing, while in fact, by reason of a mistake of both or one of the parties, either no agreement at all has really been made, since the minds of both parties have failed to meet upon the same matters, or else the agreement or transaction is different, with respect to its subject-matter of terms, from that which was intended." 2 Pom. Eq. Jur. (2d Ed.) § 870. A mistake on one side may be a ground for rescinding a contract, or for refusing to enforce its specific performance, but it cannot be a ground for altering its terms." Adams, Eq. p. *171. And see Douglas v. Grant, 12 Ill.App. 273; Dulany v. Rogers, 50 Md. 524; Diman v. Railroad Co., supra. Our Code, § 3124, expressly declares: "A distinction exists between reforming a contract and executing a contract in case of mistake. To authorize the former, the court must be satisfied by the evidence that the mistake was mutual; but the court may refuse to act in the latter case, if the mistake is confined to the party refusing to execute." The next section provides that, "in all cases of a mistake of fact material to the contract, or other matter affected by it, if the party complaining applies within a reasonable time, equity will relieve." Another section (2636) declares: "Mistake of a material fact may, in some cases, justify a rescission of the contract." For some of the circumstances under which the courts have thought the complaining party entitled to relief, refer to Brown v. Lamphear, 35 Vt. 252, where it appeared that plaintiff unintentionally omitted from a deed conveying land to defendant a reservation of the right to use water from a certain spring; Paget v. Marshall, 28 Ch. Div. 255, where plaintiff, in executing a lease of certain buildings, included therein by mistake a warehouse he had intended to...