Summary
dismissing a claim for reformation where the party only submitted an earlier draft of the agreement, which was negotiated at arm's length and drafted by his attorney
Summary of this case from Electron Trading LLC v. Morgan Stanley & Co.Opinion
December 14, 1989
Appeal from the Supreme Court, New York County (Myriam J. Altman, J.).
In this case of alleged unilateral mistake by a landlord in the execution of a lease, the landlord bears a heavy burden not only to overcome the heavy presumption that a deliberately prepared and executed written instrument manifests the true intention of the parties, but also to demonstrate exactly what was purportedly agreed upon between the parties (Backer Mgt. Corp. v Acme Quilting Co., 46 N.Y.2d 211, 219). The only acceptable evidence that this landlord can point to is a clause in a first draft of the lease. However, that clause was entirely replaced in the two subsequent revisions with a clause favorable to the tenant. The lease was negotiated at arm's length by this experienced landlord, and was drafted by his attorney, also experienced in such matters. The reformation that the landlord seeks involves the complete substitution of a clause favorable to the landlord, a substitution which cannot be countenanced on the theory of scrivener's error. Reformation is a remedy to be afforded under only the most limited circumstances (Chimart Assocs. v Paul, 66 N.Y.2d 570, 574).
Concur — Kupferman, J.P., Sullivan, Carro, Rosenberger and Ellerin, JJ.