"A cause of action for reformation of a contract rests on the equitable theory that the instrument sought to be reformed does not conform to the real contract agreed upon and does not express the intention of the parties and that it was executed as the result of mutual mistake, or mistake of one party coupled with actual or constructive fraud, or inequitable conduct on the part of the other. Moffett, Hodgkins Clarke Co. v. Rochester, 178 U.S. 373, 385, 20 S.Ct. 957, 44 L.Ed. 1108; Patalano v. Chabot, 139 Conn. 356, 359, 94 A.2d 15; Home Owners' Loan Corporation v. Stevens, 120 Conn. 6, 9, 179 A. 330; 27 Am.Jur.2d 555, Equity, 33; 45 Am.Jur., Reformation of Instruments, 584 2, 621 62; 76 C.J.S. 375, Reformation of Instruments, 30." Greenwich Contracting Co. v. Bonwit Construction Co., 156 Conn. 123, 126, 239 A.2d 519 (19, 68); see also Rodie v. National Surety Corporation, 143 Conn. 66, 69, 118 A.2d 908 (1955).

"A cause of action for reformation of a contract rests on the equitable theory that the instrument sought to be reformed does not conform to the real contract agreed upon and does not express the intention of the parties and that it was executed as the result of mutual mistake, or mistake of one party coupled with actual or constructive fraud, or inequitable conduct on the part of the other. Moffett, Hodgkins Clarke Co. v. Rochester, 20 S.Ct. 957; Patalano v. Chabot, 139 Conn. 356, 359, [1952]; Home Owner's Loan Corporation v. Stevens, 120 Conn. 6, 9, [1935]; 27 Am. Jur.2d 555, Equity, § 33; 45 Am. Jur., Reformation of Instruments, 584 § 2, 621 § 62; 76 C.J.S. 375, Reformation of Instruments, § 30." Greenwich Contracting Co. v. Bonwit Construction Co., 156 Conn. 123, 126, (1968); see also Rodie v. National Surety Corporation, 143 Conn. 66, 69, (1955). "

A cause of action for reformation of a contract rests on the equitable theory that the instrument sought to be reformed does not conform to the real contract agreed upon and does not express the intention of the parties and that it was executed as the result of mutual mistake, or mistake of one party coupled with actual or constructive fraud, or inequitable conduct on the part of the other. Moffett, Hodgkins Clarke Co. v. Rochester, 178 U.S. 373, 385, 20 S.Ct. 957, 44 L.Ed. 1108 [1900]; Patalano v. Chabot, 139 Conn. 356, 359, 94 A.2d 15 [1952]; Home Owners' Loan Corporation v. Stevens, 120 Conn. 6, 9, 179 A. 330 [1935]; 27 Am.Jur.2d 555, Equity, 33; 45 Am.Jur., Reformation of Instruments, 5842, 621 62; 76 C.J.S. 375, Reformation of Instruments, 30." Greenwich Contracting Co. v. Bonwit Construction Co., 156 Conn. 123, 126, 239 A.2d 519 (1968); see also Rodie v. National Sturety Corporation, 143 Conn. 66, 69, 118 A.2d 908 (1955).

Connecticut courts have long recognized that for the purposes of reformation, fraud or inequitable conduct “includes not only [knowing] misrepresentation ... but also concealment or nondisclosure by a party who knows that the other party is acting under a mistake as to material facts.” Home Owners' Loan Corp. v. Stevens, 120 Conn. 6, 179 A. 330 (1935). “Where, unknown to one of the parties, an instrument contains a mistake rendering it at variance with the prior understanding and agreement of the parties, and the other party learns of this mistake at the time of the execution of the instrument and later seeks to take advantage of it, equity will reform the instrument so as to make it conform to the prior understanding.”

Connecticut courts have long recognized that for the purposes of reformation, fraud or inequitable conduct "includes not only [knowing] misrepresentation . . . but also concealment or nondisclosure by a party who knows that the other party is acting under a mistake as to material facts." Home Owners' Loan Corp. v. Stevens, 120 Conn. 6 (1935). "Where, unknown to one of the parties, an instrument contains a mistake rendering it at variance with the prior understanding and agreement of the parties, and the other party learns of this mistake at the time of the execution of the instrument and later seeks to take advantage of it, equity will reform the instrument so as to make it conform to the prior understanding."

In the context of reformation of a contract based on a unilateral mistake coupled with fraud, the Connecticut courts have defined "fraud" as including "not only misrepresentations known to be such, but also concealment or nondisclosure by a party who knows that the other party is acting under a mistake as to material facts." Baptist v. Bankers Indem. Ins. Co., 245 F. Supp. 33, 37 (D. Conn. 1965) (quoting Home Owners Loan Ass'n v. Stevens, 120 Conn. 6, 10 n. 2 (1935)), aff'd, 377 F.2d 211 (2d Cir. 1967). As HSB points out, although the Policy had an effective date of December 1, 2000, it was not actually issued until April 19, 2001.

D The plaintiff's claim for unilateral mistake must be dismissed for substantially the same reasons as the plaintiff's claim for mutual mistake. See, e.g., Winmar Co. v. Teachers Ins. and Annuity Assoc. of Am., 870 F.Supp. 524, 537 (S.D.N.Y. 1994) ("In order to succeed on a reformation claim based on unilateral mistake, a plaintiff must demonstrate that 'the parties have reached agreement and, unknown to one party but known to the other (who has misled the first), the subsequent writing does not properly express that agreement.'") (quoting Chimart, 498 N.E.2d at 234); see also Harlach, 602 A.2d at 1010 ("[R]eformation is also available in equity when the instrument does not express the true intent of the parties owing to mistake of one party coupled with fraud . . . or inequitable conduct on the part of the other.") (quoting Home Owners' Loan Corp v.Stevens, 179 A. 330, 331-32 (1935)) (alterations in original and quotation marks and citations omitted). In any event, the plaintiff does not respond to the defendant's arguments with respect to this claim, and therefore the plaintiff's claim can be deemed abandoned and dismissed. See, e.g., Hanig v. Yorktown Central School District, 384 F. Supp. 2d 710, 723 (S.D.N.Y. 2005). Therefore, Intellivision's claim of unilateral mistake is dismissed. E

The inequitable conduct necessary to reform an agreement occurs when "unknown to one of the parties, an instrument contains a mistake rendering it at variance with the prior understanding and agreement of the parties, and the other party learns of this mistake at the time of the execution of the instrument and later seeks to take advantage of it." Home Owners' Loan Corp. v. Stevens, 179 A. 330, 332 (Conn. 1935), cited in Lopinto, 441 A.2d at 535; see also Spirt v. Albert, 146 A. 717, 720 (Conn. 1929). The primary reason to reform in the case of unilateral mistake, therefore, is to prevent the other party from taking "unfair advantage" of the mistaken party.

Connecticut courts have held that reformation is an appropriate remedy in cases of mutual mistake — "that is, where, in reducing to writing an agreement made or transaction entered into as intended by the parties thereto, through mistake, common to both parties, the written instrument fails to express the real agreement or transaction." Harlach v. Metropolitan Property Liability Ins. Co., 221 Conn. 185, 190, 602 A.2d 1007, 1009 (1992) ( quoting Home Owner's Loan Corporation v. Stevens, 120 Conn. 6, 9-10, 179 A. 330, 331 (1935)). Since the March 2 contract fails to express the mutual understanding of the parties, defendant is hereby ordered to obtain a professional survey of both Lots 39 and 40 and redraw the boundaries such that plaintiffs receive 2 acres and any additional land encompassing the pond. The redrawn Lot 40 will remain defendant's separate property.

Issues Raised Rodie v. National Surety Corporation, 143 Conn. 66, 69, 118 A.2d 908 (1955); Patalano v. Chabot, 139 Conn. 356, 359, 94 A.2d 15 (1952); Home Owners' Loan Corporation v. Stevens, 120 Conn. 6, 9-11, 179 A. 330 (1935). Home Owners' Loan Corporation v. Stevens, supra note 12, at 10.