## Facts

- Landowners Mahlon and Vinetta Bollinger executed a written agreement permitting Central Pennsylvania Quarry Stripping and Construction Company to deposit construction waste on their property during a highway/turnpike-related project.
- The Bollingers alleged both parties orally agreed the company would (1) remove topsoil, (2) deposit waste, and (3) replace the topsoil over the waste, but that this term was omitted from the writing by mutual mistake.
- The Bollingers signed without reading the contract, believing the topsoil-replacement condition was included.
- The company initially performed by removing topsoil, dumping waste, and replacing topsoil, then later stopped and asserted the written agreement imposed no layering requirement.
- Evidence indicated the company used a similar topsoil-covering method on a neighboring property.
- The Bollingers filed an equity action to reform the contract to include the omitted topsoil-covering provision and to enforce the contract as reformed.

## Issues

1. Whether a court of equity may reform a written contract to include an omitted provision when the omission is alleged to result from a mutual mistake in reducing the parties’ agreement to writing.
2. Whether the Bollingers proved mutual mistake by clear, precise, and convincing evidence despite the company’s denial and despite the Bollingers’ failure to read the contract.

## Decision

- The Supreme Court of Pennsylvania affirmed the decree reforming the contract and ordering performance under the contract as reformed.
- The court held that equity has power to reform a written instrument to conform to the parties’ actual mutual understanding when a mutual mistake in integration is established.
- The court concluded the Bollingers carried the heavy burden of proof, relying substantially on the company’s initial performance consistent with the alleged term and similar conduct on neighboring land.
- The court ruled that the Bollingers’ failure to read the contract did not bar reformation where the evidence showed both parties believed the writing included the omitted provision.

## Legal Principles

- Equity may reform a written contract to reflect the parties’ true agreement when the writing fails to do so because of mutual mistake.
- Reformation requires proof of the actual agreement and the mutual mistake by evidence that is clear, precise, and convincing.
- Post-execution conduct consistent with the alleged omitted term may be strong evidence of the parties’ shared understanding and of mistaken integration.
- A party’s later denial of mistake does not preclude a finding of mutual mistake; the existence of mutual mistake is a factual question resolved from the whole record.
- The parol evidence rule does not bar evidence offered to show that a writing is the product of mutual mistake and should be reformed.

## Conclusion

The court affirmed equitable reformation of the dumping agreement to require replacement of topsoil over deposited waste, holding that clear and convincing evidence—including the contractor’s initial performance—showed a mutual mistake in the written integration of the parties’ actual agreement.


Bollinger v. Cent. Pa. Quarry Stripping & Constr. Co., 425 Pa. 430, 229 A.2d 741 (Pa. 1967)