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CATEGORY: CHAPTER 4:

REFORMATION OF INSTRUMENTS

Article 1359
March 25, 2016Leave a comment
When, there having been a meeting of the minds of the parties to a contract, their
true intention is not expressed in the instrument purporting to embody the
agreement, by reason of mistake, fraud, inequitable conduct or accident, one of
the parties may ask for the reformation of the instrument to the end that such true
intention may be expressed.

If mistake, fraud, inequitable conduct, or accident has prevented a meeting of the


minds of the parties the proper remedy is not reformation of the instrument but
annulment of the contract. (n)

Kapag mayroong pagkaka sama ng mga pag iisip ng mga partido ng kontrata at ang
kanilang tamang layunin ay hindi pinahayag sa instrumentong nagbibigay ng tamang
kahulugan na kumakatawan sa kasunduan, dahil sa pagkakamali, panloloko at hindi
magkaparehas na pagsasa ayos ng mga bagay o aksidente, ang isang partido ay
maaring humiling ng reformation  ng instrumento hanggang sa huli para ang tamang
layunin ay maipahayag.  

Kung ang pagkakamali, panloloko at hindi magkaparehas na pagsasa ayos ng mga


bagay or aksidente ay pumipigil sa pagsasama sama ng mga pag iisip ng mga partido,
ang tamang solusyon ay hindi reformation ng instrumento ngunit pagpapasawalang
bisa ng kontrata. 

Discussion:

Par. 1 [Ill. In a contract of construction of a building, the parties agreed that payment in
dollars.  The dollar sign was used in the original draft.  However what was typewritten in
the contract, occassioned by mistake, was the peso sign.  Reformation was ordered by
the court.
Par. 2 [Ill. Where a party is leasing his property to another, the latter through fraud was
able to make him sign an absolute deed of sale, the action is not for reformation but for
annulment of the instrument.

Reformation is a remedy in equity by means of which a written instrument is made or


construed so as to express or confirm the real intention of the parties when some error
or mistake is committed.

It would be unjust and inequitable to allow the enforcement of a written instrument which
does not reflect or disclose the real meeting of the minds of the parties. The rigor of the
legallistic rule that a written instrument should be the final and inflexible criterion and
measure of the rights and obligations of the contracting parties is thus tempered, to
forestall the effects of of mistake, fraud, inequitable conduct, or accident.

The court which orders the reformation of the instrument does not make a new contract
for the participating parties in the document but merely orders that the instrument
express their true agreement.

Requisites of Action for Reformation

1.There is a contract agreed upon where there is a meeting of the minds

2.The real intention of the parties was not expressed in the instrument.

3.The reason for the instrument to express the real intention of the parties is mistake,
fraud, inequitable conduct or accident did not prevent the meeting of the minds of the
parties.

4.The said intervening mistake, fraud, inequitable conduct or accident did not prevent
the meeting of the minds of the parties.

Case Illustration: Jayme, et al. Vs Alampay, et al 62 SCRA 131

Article 1360
March 25, 2016Leave a comment
The principles of the general law on the reformation of instruments are hereby
adopted insofar as they are not conflict with the provisions of this Code.
Ang panuntunan sa usaping pang batas para sa repormasyon ng mga intrumento are
pinatotohan na tinanggap na kung saan hindi magkakaroon ng salungatan sa probisyon
ng Kodigo na ito.

Jayme, et al. v. Alampay, et al.

Facts: A married couple entered into a contract of mortgage, but the instrument signed
was one of absolute sale, so an action for reformation was brought. A motion to dismiss
was filed on the ground that the property involved was already actually mortgage by the
ostensible buyer to a third person.

Issue: Can the action for reformation may still prosper despite the mortgage in favor of
the third person. If the plaintiffs should succeed in having the contract reformed, and
thus get back their property (by paying the mortgage debt), the property would be theirs,
subject only to the mortgage rights of the third person, or it may even be possible that
the defendant would be ordered by the Court to free the property from the mortgage
before giving the property to the plaintiffs. The motion to dismiss should be denied.

Article 1361
March 25, 2016Leave a comment
When a mutual mistake of the parties causes the failure of the instrument to
disclose their real agreement, said instrument may be reformed. (n)

Kapag may pagkakamali ang bawat isang partido na nagdulot sa kabiguan ng


instrumentong ipaalam ang tunay na kasunduan, ang nabanggit na instrumento ay
maaaring baguhin.

Discussion:

Article 1361 applies to contracts whose parties have committed a mutual mistake, the
same mistake which caused the failure of the instrument to express their true
agreement.  Thus, the proof to establish the mutual mistake must be clear and
convincing, and not just a mere preponderance of evidence.  Also, the mistake must be
a mistake of fact and not a mistake of law, because everybody is supposed to know the
law and ignorance of the law excuses no one. Subsequently, reformation will not be
granted, unless the proof of mutual mistake is clear and strong.

Case Illustration: Gonzales Mondragon vs. Santos (87 Phil. 471)

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