## Facts

- DEX Corporation Northeast employed Patrick J. Faivre as Senior Vice President and General Manager starting April 11, 2005.
- On September 6, 2006, Faivre met with company representatives and was told his employment was being terminated.
- DEX presented a signed severance agreement; DEX’s counsel orally described the offer as three months of severance pay and continued benefits.
- The written agreement stated DEX would “continue to employ” Faivre through November 30, 2007 as “passive employment,” with continued salary and specified benefits but no work duties.
- Faivre took the agreement home for review, noticed the 2007 termination date, signed it, and returned it without seeking clarification.
- Upon receiving the signed document, DEX’s counsel asserted the 2007 date was a drafting error, rejected the agreement as signed, and asked Faivre to sign a corrected page changing the date to November 30, 2006; Faivre refused.
- Faivre sued for breach of contract and promissory estoppel, seeking enforcement of the written 2007 term.
- The trial court granted summary judgment to DEX, reformed the agreement to November 30, 2006 based on unilateral mistake, and rejected Faivre’s claims.

## Issues

1. Whether summary judgment was proper to reform the severance agreement based on DEX’s unilateral mistake as to the termination date.
2. Whether genuine issues of material fact precluded summary judgment on Faivre’s promissory-estoppel claim.

## Decision

- The court of appeals reversed the summary judgment and the reformation order and remanded.
- The court held that material factual disputes existed concerning whether reformation for unilateral mistake was warranted, including what the parties actually agreed to and whether Faivre knew or should have known of the alleged mistake.
- The court also held that the record did not conclusively defeat promissory estoppel; questions of promise, reliance, reasonableness, and detriment required factfinding.

## Legal Principles

- Reformation is an equitable remedy requiring proof that the writing fails to reflect the parties’ actual agreement; when sought for unilateral mistake, the proponent bears a heavy burden and ordinarily must show additional factors such as inequitable conduct or knowing exploitation by the other party.
- On summary judgment, the evidence must be construed in favor of the nonmoving party; if reasonable minds could differ on intent, knowledge of an error, or alleged inequitable conduct, reformation cannot be granted as a matter of law.
- A written severance agreement can constitute evidence of a clear promise supporting promissory estoppel; whether reliance was reasonable and detrimental is typically a factual question.

## Conclusion

The appellate court concluded that the severance agreement dispute could not be resolved on summary judgment because the evidence permitted competing inferences about unilateral mistake, the propriety of equitable reformation, and Faivre’s promissory-estoppel theory, requiring further proceedings.


Faivre v. DEX Corp. Ne., 182 Ohio App. 3d 563, 913 N.E.2d 1029 (Ohio Ct. App. 10th Dist. 2009)