Reformation corrects a written instrument when the document does not accurately express the true agreement, intent, or legally intended terms. It may apply where a writing is affected by mutual mistake, unilateral mistake with inequitable conduct, fraud, scrivener's error, drafting error, omission, mistaken description, or defective expression of intent. Reformation does not create a new agreement. It corrects the written record so it conforms to the intended agreement or recognized legal intent.

In trust administration, reformation may correct drafting errors in trust instruments, mistaken property descriptions, or provisions that do not reflect the settlor's actual intent. Reformation respects the written record while allowing correction where proof is clear and convincing.

Reformation is an equitable remedy that corrects a written instrument so it reflects the parties' actual agreement or legally intended terms when the writing is affected by mistake, fraud, or drafting error.

No reformation analysis should proceed without identifying:

1. written instrument to be corrected (contract, trust, deed, resolution);
2. intended term or agreement (what the instrument should have said);
3. error in the writing (the actual term that is incorrect);
4. basis for correction (mutual mistake, fraud, scrivener's error);
5. evidence of intent (drafts, correspondence, contemporaneous communications);
6. effect on affected parties (who will be impacted by correction); and
7. supporting record (complete documentation of drafting and execution).

If any of these elements is missing, reformation is unlikely to be granted.

Reformation doctrine respects the written instrument while allowing correction where the writing does not reflect the true intent. Key elements include:

• Reformation as Correction: Reformation alters the written instrument to conform to the parties' actual agreement. It does not rewrite the agreement or create new terms.
• Distinction from Rescission: Rescission cancels the entire transaction. Reformation corrects the writing while leaving the transaction intact. Reformation is less drastic than rescission.
• Mutual Mistake: When both parties intended a certain term but the writing mistakenly expressed something else, reformation is available. The mistake must be mutual and material.
• Unilateral Mistake: A unilateral mistake (only one party mistaken) may support reformation if the other party knew or should have known of the mistake, or if the mistake was caused by inequitable conduct.
• Fraud or Inequitable Conduct: If one party induced the other to sign an instrument that does not reflect the true agreement through fraud or misrepresentation, reformation may be granted.
• Scrivener's Error: A clerical or drafting error (typographical, transposition, or omission) may be corrected even without mutual mistake if the intended term is clear from the surrounding circumstances.
• Trust Instrument Correction: Under modern trust law, reformation is available to correct mistakes in trust instruments, including drafting errors, mistaken property descriptions, and provisions that do not reflect the settlor's intent.
• Clear Evidence Requirement: Reformation requires clear and convincing evidence of the intended term. Unsatisfied recollection or regret is insufficient. Drafts, correspondence, and contemporaneous communications are critical.
• Limits of Reformation: Reformation will not be granted where the correction would impair vested rights of third parties who relied on the instrument, or where the correction would be inequitable.
• Protection of Third-Party Rights: If a third party has acquired rights in good faith reliance on the instrument, reformation may be denied or limited to protect those rights.

• Restatement (Second) of Contracts § 155 – A writing may be reformed for mutual mistake if the writing does not accurately reflect the agreement, provided reformation is not inequitable.
• Restatement (Second) of Contracts § 166 – A writing may be reformed if one party makes a material misrepresentation and the other party justifiably relies on it, and the writing does not reflect the true agreement.
• Restatement (Third) of Property: Wills and Other Donative Transfers § 12.1 – A donative document (including a trust) may be reformed to correct a mistake if the mistake is proven by clear and convincing evidence.
• Uniform Trust Code § 415 – A court may reform a trust to correct a mistake, including a drafting error or mistaken description, if the reformation is consistent with the settlor's intent and not contrary to a material purpose of the trust.
• Uniform Trust Code § 416 – A court may modify a trust to achieve the settlor's tax objectives if the modification is consistent with the settlor's intent.
• Pomeroy, Equity Jurisprudence – Reformation is a primary equitable remedy for correcting written instruments affected by fraud, accident, or mistake, allowing the writing to conform to the actual intent of the parties.
• Story, Commentaries on Equity Jurisprudence – Equity may reform a written instrument when, through mistake or fraud, the instrument does not express the true intention of the parties.
• Scott and Ascher on Trusts – Reformation of trust instruments is available to correct mistakes in drafting, description of property, or designation of beneficiaries where the settlor's actual intent can be established.
• Bogert, The Law of Trusts and Trustees – Equity may reform a trust instrument to carry out the settlor's intent when the instrument fails to reflect that intent due to mistake or drafting error.

These authorities reflect broadly recognized equitable, contractual, and trust principles. Specific application depends on jurisdiction, facts, governing instrument, proof of intent, affected parties, and competent professional review.

Reformation applies across all fiduciary and institutional contexts:

• Trust Administration: Correct a trust instrument mistake (e.g., incorrect beneficiary name, wrong property description, mistaken trustee designation). Correct property description where trust instrument misidentifies real estate or assets. Correct trustee authority language where the instrument fails to reflect intended powers. Correct a distribution provision where legally permitted (e.g., where the settlor's intent is clear but the drafting failed).
• Governance: Correct a board resolution or institutional record (e.g., resolution that misstates the action approved). Correct a contract drafting error (e.g., wrong date, incorrect party name, omitted term). Correct an administrative instrument (policy, charter, or governing document).
• Administrative Records: Drafts, correspondence, execution copies, negotiation history, intent evidence (emails, meeting notes, contemporaneous communications).
• Equitable Review: Identify the specific error in the writing, identify the intended term based on evidence, confirm an evidentiary basis (clear and convincing), preserve the correction record.

• Original written instrument (executed copy).
• Executed copy (final signed version).
• Prior drafts (showing evolution of terms).
• Correspondence (emails, letters discussing terms).
• Negotiation records (meeting notes, summaries).
• Intent memorandum (contemporaneous documentation of intended terms).
• Drafting history (who drafted, what instructions were given).
• Mistake identification record (explaining what is wrong and why).
• Affected-party notice (notices to parties who may be affected).
• Evidence index (list of all evidence submitted).
• Correction memorandum (legal basis for reformation).
• Amended or reformed instrument (corrected version).
• Final order or determination where applicable (court order reforming the instrument).
• Signature capacity records (who signed originals, who seeks reformation).

Core rule: Reformation requires clear and convincing evidence of the intended term. Drafts, correspondence, and contemporaneous communications are essential. Regret or changed mind is not sufficient.

• Using reformation to create a new deal – reformation corrects the writing to reflect the existing agreement; it does not add terms the parties never intended.
• Failing to prove intended terms – clear and convincing evidence is required; speculation or regret is insufficient.
• Confusing reformation with rescission – reformation corrects; rescission cancels. The two remedies serve different purposes.
• Relying on regret instead of mistake – dissatisfaction with the outcome is not a ground for reformation.
• Lacking drafts or correspondence – without documentary evidence of intent, reformation is unlikely.
• Ignoring affected parties – reformation may affect third-party rights; notice is important.
• Failing to preserve original instrument – alteration without a record may create disputes.
• Attempting unilateral correction without authority – only a court or authorized body may order reformation.
• Overlooking third-party rights – if a third party relied on the instrument in good faith, reformation may be denied.
• Seeking correction without evidence – unsubstantiated claims cannot support equitable relief.

KLI teaches reformation because governance depends on accurate instruments. When the written record fails to express the intended authority, obligation, or administrative structure, equity may permit correction where proof is sufficient and fairness allows. In trust administration, reformation respects the settlor's intent while correcting drafting errors. In governance, reformation preserves the integrity of written instruments without requiring new agreements. Understanding reformation enables fiduciaries, beneficiaries, and institutions to correct mistakes in written instruments while maintaining the underlying transaction or intent.

• Equity Follows the Law (KLI-KL-EQ-001)
• Rescission (KLI-KL-EQ-007)
• Specific Performance (KLI-KL-EQ-006)
• Unjust Enrichment (KLI-KL-EQ-004)
• Fiduciary Remedies (KLI-KL-FID-009)
• Capacity and Authority (KLI-KL-FID-010)
• Trustee Authority (KLI-KL-TRUST-008)
• Record Authentication (KLI-KL-ADMIN-005)
• Evidence Standards (KLI-KL-ADMIN-003)