Reformation & Rescission
Remedies · Lesson 07
Reformation & Rescission
這一課問的是：法院應修正合約以反映合意，或解除合約？
ActorActObjectStandardConsequence
Issue · what this lesson is really about
Should the court reform the contract to reflect the parties' agreement, or rescind it altogether?
這一課問的是：法院應修正合約以反映合意，或解除合約？
Trigger words & phrases that should flag this issue:
mutual mistakefraudscrivener's errormisrepresentationrescission
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
reformation
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Equitable correction of writing to reflect parties' intent.
契約修正。
rescission
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Equitable cancellation of contract.
契約解除。
mutual mistake
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Both parties shared mistake about basic assumption.
共同錯誤。
scrivener's error
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Drafting error not reflecting parties' agreement.
抄寫員錯誤。
misrepresentation
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False statement inducing contract.
不實陳述。
restoration
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Rescission generally requires restoring parties to status quo.
回復原狀。
Rule Sentence · the workhorse
Reformation is an equitable remedy correcting a written instrument to reflect the parties' actual agreement, available where mutual mistake or scrivener's error caused the writing to deviate from intent; rescission cancels the contract entirely, available for fraud, mutual mistake, duress, or undue influence, with restoration to the status quo ante.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人plaintiff原告
Act 行為seeking reformation or rescission請求修正或解除
Object 對象written contract書面合約
Standard 法律標準mutual mistake / fraud / scrivener's error共同錯誤 / 詐欺 / 抄寫錯
Consequence 後果contract corrected or cancelled合約修正或解除
Casebook Snapshot · a real American case
Sherwood v. Walker
Holding. Where both parties contracted on a fundamental mistaken assumption (that a cow was barren when she was pregnant), rescission is appropriate. The mistake went to the very substance of the agreement.
Why it matters. Sherwood applies rescission for mutual mistake: when the underlying world the parties contracted in didn't exist, the contract may be unwound.
Sherwood：共同錯誤可解除合約。
Common Mistakes · what trips students
✗ unilateral mistake 必可獲 reformation。
✓ Reformation generally requires mutual mistake or scrivener's error.
通常須共同錯誤或抄寫員錯誤。
✗ rescission 後可保留 partial benefit。
✓ Generally requires full restoration.
通常須全部回復。
Mini IRAC · build the Application
Issue. May the court reform a written contract that contains a scrivener's error giving D a 70% royalty when the parties agreed to 7%?
Rule. Reformation corrects a written instrument to reflect the parties' actual agreement where mutual mistake or scrivener's error caused the writing to deviate.
Application (model). The parties orally agreed to a 7% royalty; the typist accidentally typed 70%; both parties failed to catch the error before signing. Because reformation corrects scrivener's errors to conform the writing to the actual agreement, the fact that the writing was the product of a typographical error and both parties intended 7% means reformation is appropriate.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, the court should reform the contract to read 7%.
MBE Check · multiple choice
P signed a contract to buy land from D after D told P (untruthfully) that the land was zoned residential. P wants out. What remedy?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: