Hoffman v. Chapman

Delaplaine, J., delivered the opinion of the Court. This appeal was brought by Joseph Stanley Hoffman and wife from a decree of the Circuit Court for Montgomery County reforming their deed for a house and lot in a suburban real estate development at Kensington. On August 18, 1941, William A. Chapman and wife, of Gaithersburg, through a real estate agent, agreed to sell to appellants part of Lot 4 in the section known as Homewood on Edgewood Road, the size to by 96 by 150 feet. The purchase price of this part, improved by a bungalow, was $3,600.

Before the parcel was surveyed, appellants were given immediate possession. After the survey was made, the. real estate agent sent the plat to the Suburban Title and Investment Corporation with instructions to examine the title and arrange for settlement. On October 20, 1941, when appellants made final payment in the office of the title company, they clearly understood that they were receiving only a part of Lot 4 containing one dwelling; but the deed actually con ²¹⁰ veyed the entire lot, which was improved by other dwelling property. When the mistake was discovered some time afterwards, they were requested to deed back the unsold part, but they refused to reconvey.

The grantors thereupon entered suit in equity to reform the deed on the ground of mistake. It is a settled principle that a court of equity will reform a written instrument to make it conform to the real intention of the parties, when the evidence is so clear, strong and convincing as to leave no reasonable doubt that a mutual mistake was made in the instrument contrary to their agreement. Gaver v. Gaver, 119 Md. 634, 639 , 87 A. 396 ; England v. Gardiner, 154 Md. 510, 515 , 142 A. 625 ; Brockmeyer v. Norris, 177 Md. 466, 473 , 10 A. 2d 326 . It is a general rule of the common law that parol evidence is inadmissible to vary or contradict the terms of a written instrument.

Markoff v. Kreiner, 180 Md. 150 , 23 A. 2d 19 . But equity refuses .to enforce this rule whenever it is alleged that fraud, accident or mistake occurred in the making of the instrument, and will admit parol evidence to reform the instrument, even though it is within the Statute of Frauds. Safe Deposit & Trust Co., v. Diamond Coal & Coke Co., 234 Pa. 100 , 83 A. ;54; Dickenson County Bank v. Royal Exchange Assurance, 157 Va. 94 , 160 S. E. 13 ; Foster v. Richey, 192 Ark. 683 , 93 S. W. 1258 ; Gilbert v. Smith, Tex. Com.

App., 49 S. W. 2d 702 , 86 A. L. R. 446; Adams v. Henderson, 168 U. S. 573 , 18 S. Ct. 179 , 42 L. Ed. 584 . “A court of equity would be of little value,” Justice Story said, “if it could suppress only positive frauds, and leave mutual mistakes, innocently made, to-work intolerable mischiefs contrary to the intention of parties. It would be to allow an act, originating in innocence, to operate ultimately as a fraud by enabling the party, who receives the benefit of the mistake, to resist the claims of justice under the shelter of a rule framed to promote it. * * * We must, therefore, treat the cases in which equity affords relief, and allows parol evidence to vary and reform written con ²¹¹ tracts and instruments, upon the ground of accident and mistake, as properly forming, like cases of fraud, exceptions to the general rule which includes parol evidence, and as standing upon the same policy as the rule itself.” 1 Story, Equity Jurisprudence, 12th Ed., Secs. 155, 156. It was urged by appellants that there was no meeting of the minds as to the exact location of the parcel sold, and therefore the contract of sale is void. This court cannot agree with that contention.

If an agreement is so vague and indefinite that the court finds it impossible to gather from it the full intention of the parties, it must be held void, for the court cannot make an agreement for the parties. De Bearn v. De Bearn, 126 Md. 629 , 95 A. 476 . Yet the law does not favor, but leans against, the annulment of contracts on the ground of uncertainty. If the intent of the parties can be ascertained from the express terms of the contract or by fair implication, the contract should be sustained by the court.

Vincent v. Palmer, 179 Md. 365, 370 , 19 A. 2d 183 . Of course, if the parties to a contract of sale did not understand each other as to the identity of the property, they cannot invoke the aid of equity, for in such a case there was no meeting of the minds. Page v. Higgins, 150 Mass. 27 , 22 N. E. 63 . However, where there is no mistake as to the identity of the property, but merely an incorrect description, whether in conveying too much property or too little, or referring to property entirely different from that intended to be conveyed, the court will correct the description, except as against bona fide purchasers for value without notice.

Stoneham Five Cents Savings Bank v. Johnson, 295 Mass. 390 , 3 N. E. 2d 730 , 106 A. L. R. 1333; Archer v. McClure, 166 N. C. 140 , 81 S. E. 1081 . Equity reforms an instrument not for the purpose of relieving against a hard or oppressive bargain, but simply to