Our review of our precedents involving the law of mistake indicates that the peculiar and appropriate meaning that the term "mutual mistake of fact" has acquired in our law has not changed since Sherwood, supra. See, e.g., Lee State Bank v. McElheny, 227 Mich. 322, 327-328, 198 N.W. 928 (1924); Goldberg v. Cities Service Oil Co., 275 Mich. 199, 266 N.W. 321 (1936); Lake Gogebic Lumber Co. v. Burns, 331 Mich. 315, 49 N.W.2d 310 (1951); McCleery v. Briggs, 333 Mich. 522, 525, 53 N.W.2d 361 (1952); Gordon v. City of Warren Planning & Urban Renewal Comm., 388 Mich. 82, 88-89, 199 N.W.2d 465 (1972). And the term's meaning was not intended to be altered when the Legislature imported the common-law term "mutual mistake of fact" into MCL 211.53a.
To obtain reformation, a party must establish by clear and satisfactory evidence of a mutual mistake. Lee State Bank v. McElheny, 227 Mich. 322, 327; 198 N.W. 928 (1924). A "mutual mistake of fact" is " 'an erroneous belief, which is shared and relied on by both parties, about a material fact that affects the substance of the transaction.
This rule recognizes that in "[b]ack of nearly every written instrument lies a parol agreement, merged therein." Lee State Bank v McElheny, 227 Mich 322, 327; 198 NW 928 (1924). "The practical justification for the rule lies in the stability that it gives to written contracts; for otherwise either party might avoid his obligation by testifying that a contemporaneous oral agreement released him from the duties that he had simultaneously assumed in writing."
This rule recognizes that in "[b]ack of nearly every written instrument lies a parol agreement, merged therein." Lee State Bank v McElheny, 227 Mich. 322, 327; 198 N.W. 928 (1924). "The practical justification for the rule lies in the stability that it gives to written contracts; for otherwise either party might avoid his obligation by testifying that a contemporaneous oral agreement released him from the duties that he had simultaneously assumed in writing."
"Back of nearly every written instrument lies a parol agreement, merged therein; but the writing controls unless a court of equity, on invocation of its power, finds the writing does not express what the minds of the parties met on, and intended, and supposed they had expressed, but which miscarried by mutual mistake." E.R. Brenner Co. v. Brooker Eng'g Co., 301 Mich. 719, 723, 4 N.W.2d 71 (1942) (quoting Lee State Bank v. McElheny, 227 Mich. 322, 327, 198 N.W. 928 (1924)). The parties agree that TXU had the burden of demonstrating by clear and convincing evidence that the contract should be reformed in order to carry out the true agreement of the parties. Id.; Dingeman v. Reffitt, 152 Mich.App. 350, 358, 393 N.W.2d 632 (1986).
This rule recognizes that in "[b]ack of nearly every written instrument lies a parol agreement, merged therein." Lee State Bank v. McElheny, 227 Mich. 322, 327, 198 N.W. 928 (1924). "The practical justification for the rule lies in the stability that it gives to written contracts; for otherwise either party might avoid his obligation by testifying that a contemporaneous oral agreement released him from the duties that he had simultaneously assumed in writing."
76 C.J.S. Reformation of Instruments § 100. It follows then that the reformation of a contract relates back to the date the original contract was executed. Lee State Bank v. McElheny, 198 N.W. 928, 930 (Mich. 1924) ("Reformation relates back to the date of the mortgage."); see also 76 C.J.S. Reformation of Instruments § 101 ("[T]he reformation of an instrument relates back to the time of the original execution of such instrument."); 366 Am. Jur. 2d Reformation of Instruments § 9. The decision by the Michigan Supreme Court in Pink is inapposite to this case.
To obtain reformation, a party must establish by clear and satisfactory evidence of a mutual mistake. Lee State Bank v. McElheny, 227 Mich. 322, 327, 198 N.W. 928 (1924). One Michigan court stated that the mistake must be proven “beyond cavil.”
To obtain reformation, a party must establish by clear and satisfactory evidence of a mutual mistake. Lee State Bank v. McElheny, 227 Mich. 322, 327 (1924). One Michigan court stated that the mistake must be proven "beyond cavil."
76 C.J.S. Reformation of Instruments § 100. It follows then that the reformation of a contract relates back to the date the original contract was executed. Lee State Bank v. McElheny , 227 Mich. 322, 198 N.W. 928, 930 (Mich. 1924) ("Reformation relates back to the date of the mortgage."); see also 76 C.J.S. Reformation of Instruments § 101 ("[T]he reformation of an instrument relates back to the time of the original execution of such instrument."); 366 Am.Jur.2d Reformation of Instruments § 9.Id. at *3.