What is reformation of instruments?

Article 1359 of the Civil Code of the Philippines provides:
 ART. 1359. 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.
Reformation is that remedy by means of which a written instrument is amended or rectified so as to express or conform to the real agreement or intention of the parties when by reason of mistake, fraud, inequitable conduct, or accident, the instrument fails to express such agreement or intention.[1] For reformation to concur, the following requisites must be present:

a) there must be a meeting of the minds of the contracting parties;

b) their true intention is not expressed in the instrument; 

c) such failure to express their true intention is due to mistake, fraud, inequitable conduct, or accident; and

d) there is clear and convincing proof of mistake, fraud, inequitable conduct, or accident.

Both parties must have executed a writing that does not reflect their actual agreement. Reformation is thus not available where no writing exists, or a writing exists, but the parties do not intend it to express their final agreement, or no attempt is made to show any vice of consent therein.[2]

In Garcia v. Bisaya,[3] the Supreme Court held that the appellant’s complaint states no cause of action, for it fails to allege that the instrument to be reformed does not express the real agreement or intention of the parties. Such allegation is essential since the object sought in an action for reformation is to make an instrument conform to the real agreement or intention of the parties. Moreover, courts do not reform instruments merely for the sake of reforming them, but only to enable some party to assert right under them as reformed. 

Moreover, paragraph 2 of Article 1359 discusses that 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. The action for reformation of instrument should not be confused with the action for annulment of contract.[4]


[1] Reyes and Puno. Obligations and Contracts.

[2] De Leon. (2014). Obligations and Contracts.

[3] Garcia v. Bisaya, G.R. No. L-8060 (1955).

[4] Veluz v. Veluz, G.R. No. L-23261 (1968).

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