## Facts

- CS-Lakeview and Simon participated in a joint venture involving commercial property interests.
- After related litigation in Delaware, the parties executed a settlement agreement dividing joint-venture assets, including a 133-acre tract in Georgia transferred to Simon.
- The settlement included (1) a right of first refusal in favor of CS-Lakeview regarding the Georgia tract and (2) an express clause selecting Delaware law to govern and construe the agreement.
- Simon later received a third-party offer for the tract; the parties disputed the procedures required to satisfy the right of first refusal.
- Simon sold the tract to the third party, and CS-Lakeview sued in Georgia alleging it was deprived of its right of first refusal.
- Simon sought summary judgment, contending the right of first refusal was invalid under Delaware’s rule against perpetuities; CS-Lakeview sought to reform the choice-of-law provision to Georgia law based on alleged mutual mistake about the legal effect of selecting Delaware law.

## Issues

1. Whether a Georgia court may reform an express choice-of-law clause in a negotiated settlement agreement based on alleged mutual mistake of law about the effect of the chosen law on a right of first refusal.

## Decision

- The Supreme Court of Georgia affirmed summary judgment for Simon.
- The court held that equity could not reform the agreement to substitute Georgia law for Delaware law merely because both parties allegedly misjudged how Delaware law would treat the right of first refusal.
- The parties’ deliberate and express selection of Delaware law remained enforceable; the right of first refusal was therefore invalid under Delaware law as applied by the lower courts.

## Legal Principles

- Reformation is available to correct a written instrument that fails to reflect the parties’ actual agreement (typically due to mistake in expression), not to protect parties from unexpected legal consequences of terms they knowingly adopted.
- A mutual mistake concerning the legal consequences of an expressly chosen governing law does not justify nullifying or rewriting a choice-of-law clause.
- Georgia courts generally enforce contractual choice-of-law provisions when the chosen jurisdiction has a substantial relationship to the parties or transaction and applying that law does not violate strong Georgia public policy.

## Conclusion

The court enforced the settlement agreement’s Delaware choice-of-law clause and refused to reform it based on alleged mutual mistake about Delaware law’s effect on a right of first refusal, leaving the challenged provision unenforceable under Delaware’s rule against perpetuities and sustaining summary judgment for Simon.


CS-Lakeview at Gwinnett, Inc. v. Simon Prop. Grp., Inc., 283 Ga. 426, 659 S.E.2d 359 (Ga. 2008)