Court Reformation of Contracts Due To Mutual Mistake 

No Contract Reformation Unless The Mistake Was Mutual

In order for a Court to reform the contract as sought by appellant based upon mistake, there must be clear, exact and satisfactory proof that the mistake was mutual. See Simpson v. Williams, 574 S.W. 2d 874 at 875 (Tex Civ. App. 1978); citing Pegues v. Dilworth, 134 Tex. 169, 132 S.W.2d 582 (1939). In Continental Oil Company v. Doornbos, 402 S.W. 879 (Tex. 1966), the Court noted a plaintiff may not seek by reformation to increase the interest actually granted through an oral agreement and to reduce proportionately the interest reserved to the grantor without a finding that such agreement was made or omitted from the a deed by mutual mistake: 

“…Thus, under guise of seeking a construction of the deed and a declaration of the rights after reformation in one respect, the plaintiffs were actually seeking, and the judgment actually grants, reformation of the deed in two respects-to include in the deed an express provision granting to Doornbos all royalty in excess of one-eighth and a provision reducing the 1/32nd royalty reserved to Continental when necessary to assure that Doornbos would get all royalty in excess of one-eighth. There is no evidence in the record that any such agreement was made or was omitted from the deed by mutual mistake.[1][2][3] It is basic to the remedy of reformation that the true agreement between the parties be shown. Sun Oil Company v. Bennett, 125 Tex. 540, 84 S.W.2d 447 (1935); Pegues v. Dilworth, 134 Tex. 169, 132 S.W.2d 582 (1939); Burrows v. Seale, 148 Tex. 411, 225 S.W.2d 966 (1950). Once such agreement be established, equity may reform the written instrument so as to conform thereto, but cannot create and bring into being an agreement not made by the parties. The parties her agreed that Doornbos should have all the royalty over one-eighth. They also agreed that Continental should retain a 1/32nd royalty interest. But, as above pointed out, they never agreed that the Continental reserved interest should be subordinated to the interest conveyed to Doornbos. The subordination portion of the trial court's decree purports to rest on the rule of construction announced in Duhig v. Peavy-Moore Lumber Co., 135 Tex. 503, 144 S.W.2d 878 (1940). The results of the judgment are achieved by switching from equitable principles of reformation to legal rules of construction half way through the solution of the controversy, so to speak. The Duhig rule is to be applied to ascertain the meaning of an instrument in the absence of an appeal to equity. When reformation is sought, the oral agreement preceding the written instrument is treated as the binding contract and the written instrument made to conform thereto. Pegues v. Dilworth, 134 Tex. 169, 132 S.W.2d 582 (1939). A provision not contained in the preceding oral agreement cannot be inserted in the reformed written agreement under the guise of reformation. While the circumstances of this case may have at one time served as a basis for rescission or other remedy, they do not present a case for reformation.”

The construction of a deed containing a reservation repugnant to a grant, and in which the reservation must yield to the grant, is not involved here. This is a case in which the plaintiff seeks by reformation to increase the interest actually granted and to reduce proportionately the interest reserved to the grantor. There is no evidence of any such agreement and, accordingly, reformation is denied.”

Specific Performance Of Contract For Sale Of Land 

Court will not order specific performance of contract for sale of land or interest therein unless contract describes the land or interest or within itself furnishes means by which property may be identified with reasonable certainty. See Nash, Supra, at 520. In the case of Long v. Humble Oil & Refining Company, 154 S.W.2d 925, 931 (Tex. Civ. App. 1940, writ ref. ), the court quotes with approval from Williston on Contracts as follows:

“The province of reformation is to make a writing express the bargain which the parties desired to be put in writing. Agreements of which they did not desire written expression will not be put into writing by decree of the court. Therefore, if parties intentionally make an oral agreement which is unenforceable for the reason that it is not in writing, the court cannot order a writing executed even though the parties erroneously supposed their oral bargain was legally valid. Similarly, if parties to a written instrument understood that part of their previous agreement has been omitted from the writing and rely on oral agreement with one another to vary or add in certain respects to the written agreement, whether they rely on moral obligation or believe that a variation is legally valid, equity cannot reform the writing by the insertion of the oral agreement.”

The Court Cannot Reform A Contract By Insertion Of An Oral Agreement

The Court in Friedrich  v. Moke, 296 S.W. 2d 565 (Tex. Civ. App. 1956) points out that it is a well recognized general rule that where ‘some of the essential terms of a contract are left for the future determination or agreement of the parties themselves, the contract is considered not to be certain and complete within the rule requiring certainty and definiteness as a condition of the specific performance of a contract.” “In our opinion the testimony not only of the appellant but of appellee as well, disclosed that the parties contemplated a further agreement between the parties as to a sign rental lease covering Mr. Moke's property.” See Moke, Id. In such an instance, the Court cannot reform the contract by the insertion of an oral agreement or any terms given there was no meeting of the minds rising to the level of a mutual mistake.