Opinion
S06A0307
DECIDED: JUNE 12, 2006
Appellants Vanlila and Kirit Amin filed a petition to quiet title to a .529-acre parcel of land in Henry County, and sought reformation of certain deeds in order to have the deeds reflect appellants' ownership of the .529-acre parcel. The Amins appeal from the trial court's grant of summary judgment to appellee Guruom, Inc.
In 1989, appellant Vanlila Amin and another woman together purchased a 1.1-acre parcel of land which included the contested .529 acre. In 1994, Vanlila and the woman divided the 1.1-acre parcel into two distinct parcels, a .589-acre parcel on which sits a gas station and convenience store, and the undeveloped .529-acre parcel at issue. The other woman transferred her interest in the developed parcel containing the gas station to Vanlila by executing a quitclaim deed. In 1995, Vanlila agreed to sell the developed parcel to Ken Ajayi. However, the legal description of the property sold that was attached to the warranty deed and recorded therewith was the legal description that described the 1.1-acre parcel.
In 1996, Ajayi entered into a contract to sell the property he owned to appellee Guruom, Inc. Vanlila, as the holder of Ajayi's note secured by the property, was involved in the closing of the Ajayi-Guruom transaction. Through her attorney, Vanlila notified Ajayi and Guruom prior to the closing of the error in the 1995 warranty deed. Nonetheless, the Ajayi-Guruom closing took place with the description of the property sold being that used in the 1995 transaction, and with Vanlila executing a quitclaim deed on the developed parcel to Ajayi. The Amins filed this action in 2001 when Guruom declined to execute a quitclaim deed of its interest in the .529-acre undeveloped parcel to the Amins or to otherwise reform the deeds.
The trial court granted summary judgment to Guruom on the ground that the unambiguous deeds recorded in the clerk's office showed that Guruom owned a half-interest in the undeveloped lot and the Amins owned the other half-interest. Because the instruments spoke for themselves, the trial court ruled that parol evidence was inadmissible to vary the terms of the unambiguous deeds. The trial court ruled that deed reformation was impossible because there was no mutual mistake between the Amins and Guruom. The Amins appeal.
In May 2002, the other woman who had purchased the property with Vanlila in 1989 executed a quitclaim deed to the undeveloped parcel to Vanlila and Kirt Amin.
1. Appellants contend the trial court erred when it excluded parol evidence they wished to present in support of their claims. "Parol evidence is admissible to prove a mistake in a deed or any other contract required by law to be in writing." OCGA § 24-6-7. However, "[i]f the description [in a deed] is unambiguous, extrinsic evidence can not be resorted to except for the purpose of reforming the deed so as to make it express the real intention of the parties and correct a mutual mistake of fact." Miller v. Rackley, 199 Ga. 370, 375 ( 34 SE2d 438) (1945); OCGA § 23-2-25 ("If the form of the conveyance is, by accident or mistake, contrary to the intention of the parties in their contract, equity shall interfere to make it conform thereto."). Appellants' complaint sought reformation of the Amin-Ajayi and the Ajayi-Guruom deeds on the ground that a scrivener's error resulted in descriptions of the property conveyed that did not reflect the intentions of the parties to those transactions. See OCGA § 23-2-23 ("A mistake of law by the draftsman or other agent, by which the contract, as executed, does not fulfill or violates the manifest intention of the parties to the agreement, may be relieved in equity."). See also Sheldon v. Hargrose, 213 Ga. 672 (1) ( 100 SE2d 898) (1957).
Appellants based their claim for reformation of the deeds upon the existence of a mutual mistake. The trial court determined reformation was impossible because the Amins and Guruom shared no mutual mistake since they were not parties to the same transaction and Guruom did not exist at the time of the Amin-Ajayi transaction.
Mutual mistake, in relation to reformation, means a mistake shared by, or participated in by, both parties, or a mistake common to both parties, or reciprocal to both parties; both must have labored under the same misconception in respect of the terms and conditions of a written instrument, intending at the time of execution of the instrument to say one thing and by mistake expressing another, so that the instrument as written does not express the contract or intent of either of the parties.
Fox v. Washburn, 264 Ga. 617 (1) ( 449 SE2d 513) (1994), quoting Lawton v. Byck, 217 Ga. 676, 681-682 ( 124 SE2d 369) (1962). Appellants maintain the alleged mistake made in the Amin-Ajayi transaction and repeated in the Ajayi-Guruom transaction constitutes a "mutual mistake." However, the definition of "mutual mistake" clearly is limited to a mistake shared by parties to a transaction and does not encompass a mutual mistake made by parties to one transaction which was repeated in another transaction involving one of the parties. See Sheldon v. Hargrose, supra, 213 Ga. 672 (scrivener's error in property description could be the basis for reformation of that deed to reflect the sale accurately). What the Amins allege is not "mutual mistake,' but two unilateral mistakes. Lawton v. Byck, supra, 217 Ga. at 682. In order to have a mutual mistake upon which reformation of a deed could be based, appellants and Guruom had to be parties to the same transaction involving the deed. Inasmuch as appellants and Guruom were not parties to the same transaction, they did not have a deed that could be reformed due to a mutual mistake of the parties. Consequently, the trial court did not err when it determined that reformation was not a remedy available to appellants and ruled that appellants could not present parol evidence.
2. The Amins take issue with an earlier order of the trial court which granted Guruom's motion in limine to exclude parol evidence of Vanlila's intent with regard to the Amin-Ajayi transaction that differed from what was shown in the deeds of conveyance because Guruom was an innocent third party. See Gauker v. Eubanks, 230 Ga. 893 ( 199 SE2d 771) (1973). Inasmuch as parol evidence was correctly ruled inadmissible because the Amins did not qualify to seek reformation due to the lack of a mutual mistake with Guruom, we do not address the propriety of the trial court's earlier order because, even if it were erroneous, the trial court's ruling is affirmed under the "right for any reason" rationale. See National Tax Funding v. Harpagon Co., 277 Ga. 41 (4) ( 586 SE2d 235) (2003).
3. In light of our affirmance of the trial court's judgment in favor of Guruom, the trial court's dismissal of appellant Kirit Amin's claim for reformation of the deeds on the ground that Kirit had no claim to the property at issue need not be addressed.
Judgment affirmed. All the Justices concur.