## Facts

- The Chapmans agreed in writing, through a real-estate agent, to sell the Hoffmans a residential parcel described as “part of lot 4” in a Kensington, Maryland subdivision, including a bungalow.
- Both parties understood the transaction involved only a portion of the platted lot consistent with the bungalow and its immediate area.
- Due to a drafting error, the deed executed and delivered to the Hoffmans described and conveyed the entire Lot 4 rather than the agreed portion.
- The Hoffmans paid the agreed price and took possession consistent with their understanding of the smaller parcel.
- After the error was discovered, the Chapmans requested reconveyance of the excess portion; the Hoffmans refused and relied on the deed’s literal description.
- The Chapmans filed an equity action in the Circuit Court for Montgomery County seeking reformation of the deed to conform to the parties’ agreement.
- The chancellor entered a decree reforming the deed; the Hoffmans appealed, challenging the sufficiency of the evidence for reformation.

## Issues

1. Whether a deed may be reformed in equity when a mutual mistake caused the instrument’s description to convey more land than the parties bargained for.
2. Whether the sellers proved by clear, strong, and convincing evidence that the deed failed to express the parties’ actual agreement.
3. Whether a party’s failure to detect the descriptive error bars reformation when the mistake is mutual and no third-party rights intervene.

## Decision

- The Court of Appeals of Maryland affirmed the decree reforming the deed.
- The court held the evidence established, without reasonable doubt, that both parties intended the sale of only part of Lot 4 and that the deed’s broader description resulted from a mutual drafting mistake.
- The court rejected the argument that the sellers’ failure to detect the mistake, by itself, precluded equitable relief.

## Legal Principles

- Equity may reform a written instrument when clear, strong, and convincing evidence shows it does not reflect the parties’ real agreement because of mutual mistake.
- When the parties agree on the identity of the property but the instrument contains an incorrect description (conveying too much or too little), equity may correct the description, except as against a bona fide purchaser for value.
- Mere negligence in failing to read or discover a descriptive error is not an automatic bar to reformation absent breach of an independent legal duty or inequitable conduct, particularly where the mistake is mutual or attributable to a third-party scrivener.
- Courts disfavor defeating agreements for uncertainty when the parties’ intent can be reasonably ascertained from the contract terms and surrounding circumstances.

## Conclusion

The court enforced the parties’ actual bargain by reforming a deed that mistakenly conveyed an entire platted lot, holding that reformation is proper upon clear and convincing proof of mutual mistake in description and is not defeated solely by a party’s failure to discover the error.


Hoffman v. Chapman, 182 Md. 208, 34 A.2d 438 (Md. 1943)