## Facts

- A camp operator hired a fence contractor to enclose three tennis courts with a 10-foot-high fence.
- The contractor’s estimator measured the perimeter at 484 linear feet and quoted $2,040 for a 10-foot chain-link fence of that length.
- Seeking a cheaper option, the camp operator asked for an alternative; the estimator proposed hex netting with otherwise the same specifications.
- Two written proposals were prepared on standard forms: the chain-link proposal stated 484 linear feet and was not accepted; the hex-netting proposal stated “Length 968 linear feet” and was accepted for $1,829.
- The hex-netting proposal also specified the fabric would be in “two widths of 5' each,” which meant 968 feet of 5-foot-wide material would be needed to build a 10-foot-high fence around a 484-foot perimeter.
- After installation (including some additional fencing), the parties disputed payment: the contractor claimed “968” was a drafting mistake and that the agreement was always for a 484-foot perimeter; the camp operator claimed the contract required 968 linear feet of fence for the stated price.
- The contractor sued for additional payment and sought equitable reformation of the contract to substitute 484 for 968 as the fence-line length.
- The trial court dismissed the reformation claim for lack of proof of fraud; the Appellate Division affirmed.

## Issues

1. Whether equity may reform a written contract that misstates an essential term of the parties’ prior oral agreement due to a scrivener’s mistake, without proof of fraud by the other party.
2. What level of proof is required to show that the writing fails to reflect the parties’ antecedent agreement.

## Decision

- The New York Court of Appeals reversed.
- The Court held that the contract should be reformed to reflect an agreement to fence 484 linear feet, not 968.
- The case was remitted for further proceedings consistent with reformation.

## Legal Principles

- A court may reform a written instrument when clear and convincing evidence shows the writing does not express the parties’ antecedent agreement because of a mistake in reducing that agreement to writing, including a scrivener’s error.
- Proof of fraud is not a prerequisite to reformation when the mistake and the prior agreement are established by clear and convincing evidence.
- In determining whether an essential term is misstated, a court may consider the negotiation history and the contract’s technical context (such as whether a quantity describes installed work or required material).

## Conclusion

The court ordered reformation because the evidence showed the parties agreed on a 484-foot fence line and the “968” term resulted from a drafting error tied to the amount of hex-netting material needed for a 10-foot fence, making fraud unnecessary to obtain equitable relief.


Nash v. Kornblum, 12 N.Y.2d 42 (N.Y. 1962)