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Florida Contract Law: What is Reformation?


When a contract is breached, there may be several different remedies available to rectify the issues.

In the vast majority of cases, the remedy for breach of contract is the payment of compensatory damages. The party that was financially harmed by the breach of contract can be awarded monetary relief to be placed back into the position that they would have been in had no breach ever occurred.

While payment of damages is the most common form of relief, it is not the only contract remedy available under Florida law. There are always equitable remedies. One of the most common types of equitable remedy includes contract reformation. In the most simple terms, contract reformation is the rewriting of a contract by a court in order to better represent the true intent of the parties. Here, our Miami contract litigation attorneys highlight three of the most important things that you need to know about contract reformation in Florida.

  1. Contract Reformation Is Most Often Used in Cases of Mutual Mistake

The most common reason why contract reformation is used as a remedy is to resolve disputes that arise due to mutual mistakes. A mutual mistake occurs when two contracting parties are both acting in good faith, but nonetheless come to different interpretations of the meaning of certain key contract terms. Mutual mistakes can involve either an error in law or an error in fact. In either case, it is possible that the contract will be reformed in order to reach an equitable (fair) result that best upholds the original intention of the parties. 

  1. Courts May Reform Contracts that Were Fraudulently Induced

In Florida, commercial contracts can also be reformed if the court determines that the agreement was signed due to fraudulent inducement or another inequitable act by one of the parties. Fraudulent inducement occurs when a party misrepresents a material fact or makes a material omission that encourages another party to enter into an agreement that they would have otherwise rejected. In cases of fraudulent inducement, other remedies beyond contract reformation may also be available.  

  1. The Lesson: Intention Matters More than Text

Florida’s common law policy on contract reformation teaches us a very important lesson about how our state’s court interpret contracts in general: the intention of the parties matters more than the actual text of the document. Ultimately, Florida courts will seek to uphold the true intention of the parties that signed the made the agreement. Courts have the power to ‘reform’ a contract (create a new agreement) that technically goes against the actual language of the contract if the text of the agreement is not consistent with the true intentions of the parties that made the deal.

Get Help From Our Miami Commercial Litigation Attorneys Today  

At Pike & Lustig, LLP, our contract law attorneys are strong advocates for our clients. If you or your company are involved in a contract dispute, please do not hesitate to contact us today for a fully private review of your case. We have an office in West Palm Beach and an office in Miami and our law firm serves commercial landlords all over South Florida.

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