Trapp v. Moore , 21 Ala. 693 ( 1852 )

CHILTON, O. J.

— This was a bill filed byr the defendants in error, to reform a deed made by Hill, one of the plaintiffs in error, to them, conveying ceitain property in trust for the payment of various demands against Hill, and on most of which Moore was security. The parties to the deed, after setting forth various demands, and stating how they were secured, proceed as follows: “And whereas, the said Hill is justly indebted in several small notes, amounting to about five hundred and fifty dollars, which notes now are, or were, in the possession of Charles Wheeler, on which notes William H. Moore is security; and whereas, the said Hill is anxious and desirous of securing the payment of the said notes,” &c.

At the time of the execution of the deed, the parties differed as to whether Moore was bound as the security for Hill upon these notes, Moore himself insisting that he was; whereupon it was concluded to insert them in the deed, describing them as notes on which Moore was security, in order that he might be indemnified if it should turn out to be a correct description; but under a belief, and with the understanding, that if his name was not upon the notes, the misdescription would exclude the holder from any benefit under the deed. It is clearly proved, that the object was to indemnify Moore, and not to secure the| payment of these notes, if he were not bound for their payment. The proof also establishes the fact, that the parties deemed the words employed in the deed with reference to the claims would effect their object. In this consists the mistake which the bill proposes to rectify and reform, and which, by the decree of the Chancellor, was relieved against.

It is contended, in opposition to the decree, that the parties made no mistake in the execution of the contrac,t, and that the deed'is precisely as they intended to make it, but that the mistake, if any, consists in a misapprehension of the legal consequences of the provision which they inserted, and being a mistake in law, cannot be made- the ground of relief in equity; that, as the deed speaks truly the agreement between the parties, it cannot be reformed by setting up another agreement resting in parol, and which is opposed to the provisions of the written instrument.

To these propositions several cases are cited by the counsel for the plaintiffs in error, and they insist- that this case falls directly under the principle asserted by this court in the case of Larkins et al. v. Biddle et al., 21 Ala. 252, 256.

Without impugning in the least the correctness of the authorities cited, when applied to the facts of the respective cases upon which., the decisions were based, we believe the case before us is not brought within the influence of either of them.

It would subserve no valuable purpose, to swell this opinion by going into an examination of the numerous adj udications upon the subj ect; for they generally concur in this, that if, through mistake, a written agreement contains substantially more or less than the parties to it intended, or, from ignorance or want of skill in the draftsman, the object and intention of the parties as contemplated by the agreement is not expressed in the written instrument, by reason of the use of inapt expressions, upon clear and satisfactory proof of such mistake, equity will interpose and reform the agreement, so as to make it conformable to the true intent of the contracting parties. O’Neal et al. v. Teague, 8 Ala. 353; Clopton v. Martin, 11 ib. 187; Stone v. Hale, 17 ib. 557 ; Whitehead v. Brown, 18 ib. 682; Larkins et al. v. Biddle, supra; see, also, 2 Root’s Rep. pp. 1, 78, 415; 6 Har. & Johns. 24, 500; 8 Conn. 146.

It is certainly true, as we said in Larkins et al. v. Biddle, supra, where the instrument speaks the true agreement between the parties, equity will not reform it because one or both of them may have mistaken its legal consequences. For example, if, upon a sale of land, the vendor agrees to insert in the deed a covenant of seizin, and the vendee accepts a conveyance with such covenant only, although each of them may have-supposed that such covenant was equivalent to a warranty of title, yet this supposition not entering into and forming a part of the contract, equity would not reform the deed; because it truly speaks the agreement, and to reform it so as to insert a covenant of warranty as to the title, would be to make a new and different contract between the parties. On the other hand, suppose the vendor agrees to insert a covenant of warranty as to the title in the deed, and he covenants that he is seized in fee of the premises, the parties supposing that this amounts in law to a warranty of title, it is clear that equity would afford relief; for, in such case, the parties, through mistake, agree upon the use of terms which fail to express their intent, but express an entirely different thing from that contemplated by their contract. So that where the legal effect of the terms agreed upon by the parties to be employed in a written instrument, through a misapprehension or ignorance of their import, results in a contract different from that really entered into by them, the court of equity, in the exercise of its moral jurisdiction, will reform it. The court looks to the intent of the parties, and sees nothing so sacred in the inapt expressions which their unskillfulness has introduced into the agreement, as to compel a disregard of the real contract when clearly made out.

In the case before us, Moore was mistaken in the fact as to his being a surety on the note, and this mistake of fact is shown to be the reason why this claim was inserted in the deed; and in the next place, the parties were mistaken in the fact that the language employed would exclude the notes from the deed, if he were not so bound; or, perhaps it would be more correct to say, they mistook the legal effect of the language employed by them; yet, as this effect violates the contract, it falls within the principle above laid down.

The condition of the parties has not been so changed by the mistake, or by any act performed in consequence of it, as to deprive the cqurt of the power to rectify it. The holder of the notes, when excluded from the benefit of the provision in the deed, will be in no worse condition than if his claims had not been mentioned. There was, therefore, no valid objection to the interposition of the Court of Equity to correct the mistake, and to give effect to the contract entered into between these parties, and which the agreement failed to express.

Let the decree be affirmed.