California Civil Code Section 3399 - Interpretation

Civil Code section 3399 provides: 'When contract may be revised. When, through fraud or a mutual mistake of the parties, or a mistake of one party, which the other at the time knew or suspected, a written contract does not truly express the intention of the parties, it may be revised on the application of a party aggrieved, so as to express that intention, so far as it can be done without prejudice to rights acquired by third persons, in good faith and for value.' In Getty v. Getty (1986) 187 Cal.App.3d 1159, 1180 232 Cal. Rptr. 603, the Court of Appeal ... held that an intended trust beneficiary had standing to seek reformation of a trust agreement under Civil Code section 3399. In so holding, the Getty court noted that Civil Code section 3399 is a codification of the equitable action for reformation of a written instrument, and the sole purpose of the reformation doctrine is to correct a written instrument in order to effectuate a common intention of the parties which was incorrectly reduced to writing. ... However, the Getty court also noted that a court cannot create a new agreement for the parties under a theory of reformation. ... Civil Code section 3399 recognizes the equitable common law power of a trial court to reform a trust agreement based on mistake, but not to create a new trust agreement under the theory of reformation." (Ike, supra, 61 Cal.App.4th at p. 85; accord, 13 Witkin, Summary of Cal. Law (10th ed. 2005) Trusts, 211, pp. 794-795 discussing Ike; 1 Witkin, Summary of Cal. Law, supra, Contracts, 279, pp. 309-310 Civ. Code, 3399 permits reformation of trusts.)