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Laguna State Polytechnic University – Juris Doctor, Class
of 2019
 CHAPTER 4.
REFORMATION
OF INSTRUMENTS
Posted on 3 Apr 2019

CHAPTER 4. REFORMATION OF
INSTRUMENTS
Article 1359. When, there having been a
meeting of the minds of the parties to a
contract, their true intention is not
expressed in the instrument purporting to
embody the agreement, by reason of
mistake, fraud, inequitable conduct or
accident, one of the parties may ask for the
reformation of the instrument to the end
that such true intention may be expressed.
If mistake, fraud, inequitable conduct, or
accident has prevented a meeting of the
minds of the parties, the proper remedy is
not reformation of the instrument but
annulment of the contract.

By: Johannes Aquino

Kapag ang magkabilang partido ay namayagan

sa kasunduan, ngunit ang kanilang dokumento
ay naiiba sa kanilang napagkasunduan, ito ay
maaring ipabago ng kahit sinong partido.
Ngunit kapag magkaiba ang iniisip na
napagkasunduan ng magkabilang panig, ang
kasunduan ay maari lamang ipawalang bisa.

Meaning of reformation.

Reformation is that remedy by means of which

a written instrument is amended or rectified
so as to express or conform to the real
agreement or intention of the parties when by
reason of mistake, fraud, inequitable conduct,
or accident, the instrument fails to express
such agreement or intention.

Reason for reformation.

“Equity orders the reformation of an

instrument in order that the intention of the
contracting parties may be expressed.

The courts do not attempt to make another

contract for the parties. The rationale of the
doctrine is that it would be unjust and
inequitable to allow the enforcement of a
written instrument which does not reflect or
disclose the real meeting of the minds of the
parties. The rigor of the legalistic rule that the
written instrument should be the final and
inflexible criterion and measure of the rights
and obligations of the contracting parties is
thus tempered, to forestall the effects of
mistake, fraud, inequitable conduct, or
accident.”

Requisites of reformation.

In order that reformation may be availed of as

a remedy, the following requisites must be
present:

(1) There is a meeting of the minds of the

parties to the contract;

(2) The written instrument does not express

the true agreement or intention of the parties;

(3) The failure to express the true intention is

due to mistake, fraud, inequitable conduct, or
accident;(4) The facts upon which relief by way
of reformation of the instrument is sought are
put in issue by the pleadings; and

(5) There is clear and convincing evidence1

(which is more than mere preponderance of
evidence) of the mistake, fraud, inequitable
conduct, or accident.

Reformation and annulment distinguished.

In reformation, there has been a meeting of
the minds of the parties (Art. 1359, par. 1.);
hence, a contract exists but the written
instrument purporting to embody the contract
does not express the true intention of the
parties by reason of mistake, fraud,
inequitable conduct, or accident. Under the
technical rules of law, the real contract cannot
be enforced until it is reformed.

In annulment, there has been no meeting of

the minds, the consent of one of the parties
being vitiated by mistake, etc.

Reformation and annulment are thus

inconsistent with each other. While the first
gives life to a contract upon certain
conditions, the second involves a complete
nullification of it.

Illustration:

Cedie sold his mansion to Princess Sarah. It

was agreed that the sale will include all the
furniture and appliances inside the mansion.
However, the contract as signed by the parties,
states that the mansion is being sold is
excluding the furniture pieces and appliances.
In this case, the remedy is reformation
because there has been a meeting of the
minds.
If Cedie was willing to sell the mansion
excluding the furniture and appliances, while
B was willing to buy the mansion including the
furniture and appliances, there has been no
meeting of the minds and therefore the
remedy is annulment.

Article 1360. The principles of the general

law on the reformation of instruments are
hereby adopted insofar as they are not in
conflict with the provisions of this Code.

By: Kristia Capio

Artikulo 1360. Ang prinsipyo ng

pangkalahatang batas sa repormasyon ng
instrumento ay pinagtibay hangga’t ito ay
hindi laban sa probisyon ng kodigo.

PRINCIPLES OF THE GENERAL LAW ON

REFORMATION

In case of conflict between the provisions of

the new Civil Code and the principles of the
general law on reformation, the former
prevail. The latter will have only suppletory
effect.

REQUISITES OF REFORMATION
 1. There must have been a meeting of
minds upon the contract

1. Instrument or document
evidencing the contract does not
express the true agreement
between the parties

1. Failure of the instrument to express the

agreement must be due to mistake,
fraud, inequitable conduct, or accident.

The Chapter on Reformation of Instruments is

based on American Law. The prevailing
jurisprudence in America will be persuasive
but not necessarily binding, provided the same
does not contradict with the provisions of the
code and other Philippine laws.

The governing law is: Article 17.

The forms and solemnities of contracts, wills,

and other public instruments shall be
governed by the laws of the country in which
they are executed.

When the acts referred to are executed before

the diplomatic or consular officials of the
Republic of the Philippines in a foreign
country, the solemnities established by
Philippine laws shall be observed in their
execution.

Prohibitive laws concerning persons, their acts

or property, and those which have for their
object public order, public policy and good
customs shall not be rendered ineffective by
laws or judgments promulgated, or by
determinations or conventions agreed upon in
a foreign country.

Article 1361. When a mutual mistake of the

parties causes the failure of the instrument
to disclose their real agreement, said
instrument may be reformed.

by: Bryan Glenn Fabiaña

Kapag ang parihong pagkakamali ng mga

partido ay nagdulot ng pagkabigo ng
instrumento na ihayag ang tunay na
kasunduan, and nasabing instrumento ay
maaring baguhin.

Comment:

Reformation is a remedy in equity by means of

which a written instrument is made or
construed so as to express or confirm the real
intention of the parties when some error or
mistake is committed.

This article applies when the mistake is

mutual that is both parties committed the
same mistake which caused the failure of the
instrument to express their true agreement.

Illustration:

Salvy sold to Ben lot no. 5 which was

erroneously designated as lot number 10 in the
deed of sale. Subsequently, Salvy sold to
Catherine lot number 5 in the deed of sale. In
this case reformation is proper because there
is a simple mistake in drafting the documents
of sale. There being meeting of the minds of
the parties to their contracts.

Article 1362. If one party was mistaken and

the other acted fraudulently or inequitably
in such a way that the instrument does not
show their true intention, the former may
ask for the reformation of the instrument.

By: Janine Gumangol

COMMENT:
In this Article, the mistake is unilateral but the
other party acted fraudulently or inequitably.

Example:

            Jean agreed with Rey that Jean would be

loaned P5, 000, 000.00 by Rey. In the contract
signed by Jean and Rey, it was stated that Jean
was selling her house to Rey for said amount.
Jean signed the contract in the belief that it
was really a contract of loan. Who may ask for
the reformation of the instrument if Rey had
acted fraudulently?

Answer: Jean may ask for the reformation of

the instrument because after the meeting of
the minds, one party (Rey) acted fraudulently
or inequitably in such a way that the contract
does not show their real intention.  In such a
case, the law provides that the person who
acted by mistake may ask for the reformation
of the instrument.

Article 1363. When one party was mistaken

and the other knew or believed that the
instrument did not state their real
agreement, but concealed that fact from
the former, the instrument may be
reformed.
 By: Algy Riguer

On this article if the party is guilty of

concealment and attended with bad faith
therefore reformation is authorized to avoid
injustice and inequity while if the second party
is not aware of the imperfection and acted in
good faith as the first party therefore the
mistake becomes mutual and reformation is
authorized.

The remedy of formation may be availed of the

party who acted in good faith. The
concealment mistake by the other party
constitute Fraud.

Examples:

Mrs. Dy owed 5M to Mrs. Gong and made a

promissory note that she will pay Mrs. Gong
her land title in Cavite which is equivalent to
the amount that she owed. Six months after
their contract was made Mrs. Dy delivered her
land title to Mrs. Gong as her payment for her
debt to the latter. Mrs. Gong accepted the land
title but she noticed that it was the land title
of Mrs. Dy in Ilocos Norte which is 3x more
than the amount that Mrs. Dy owed but she
concealed it to Mrs. Dy. Therefore Mrs. Dy is
entitled for the reformation of instrument that
they used in their contract.

Article 1364. When through the ignorance,

lack of skill, negligence or bad faith on the
part of the person drafting the instrument
or of the clerk or typist, the instrument
does not express the true intention of the
parties, the courts may order that the
instrument be reformed.

By: Rose Ann Villanueva

Nang dahil sa walang kaalaman, walang

kasanayan, kapabayaan, may masamang
intensiyon, sa panig ng taong nagsususog ng
kapamaraanan, o ang tagatala, ang
kapamaraanan o instrumento na hindi
nagpapahayag ng tunay na intensiyon ng mga
partido, ang hukuman ay pwedeng mag-atas na
baguhin ang kapamaraanan.

Ignorance, lack of skill, negligence or bad faith

must be on the part of a third person. Under
the above article, neither party is responsible
for the mistake. Hence, either party may ask
for reformation.
 Article 1365. If two parties agree upon the
mortgage or pledge of real or personal
property, but the instrument states that the
property is sold absolutely or with a right
of repurchase, reformation of the
instrument is proper.

By: Jayson Calventas

Kung ang dalawang partido ay sumang-ayon sa

sangla o pangako ng tunay o personal na ari-
arian, ngunit ang instrumento ay nagsasaad na
ang ari-arian ay ganap na naibenta o mayroong
karapatan na bilhin itong muli, ang pagbabago
ng instrumento ay angkop.

Article 1365 NCC | speaks of…

Mortgage or pledge stated as sale

When any of the circumstances

enumerated in the law exists, an
instrument purporting to be a sale with
right of repurchase shall be presumed
to be an equitable mortgage.
The true intention of the parties must
prevail.

Article 1365 NCC | example:

 Angeles purchased a parcel of land
from Velasquez.
By the terms of the document, the
contract is one of sale.
Later on, Justo bought the subject land
from the heirs of Angeles.
The heirs of Velasquez sued Justo
contending that the contract between
Angeles and Velasquez is a mortgage.
Justo argued that it is a sale with the
right of repurchase
HOWEVER, in one of the clauses in the
document, it appears that Velasquez
did NOT reserve the right to repurchase
the property, but bound himself to
return the principal interest.
This contract is a mortgage.

Article 1366. There shall be no reformation

in the following cases:

(1) Simple donations inter vivos wherein no

condition is imposed;

(2) Wills;

(3) When the real agreement is void.

By: Johannes Aquino

 Hindi maaring baguhin ang simple na
donasyon, pamana, at kung ang tunay na
kasunduan ay walang bisa.

Cases when reformation not allowed.

(1) Simple donations inter vivos where no

condition is imposed. — Donation is an act of
liberality whereby a person disposes
gratuitously of a thing or right in favor of
another, who accepts it. (Art. 725.) When the
donor intends that the donation shall take
effect during his lifetime, it is a donation inter
vivos. It is distinguished from donation mortis
causa in that this kind of donation takes effect
after the donor’s death.

(a) In donation, the act is essentially

gratuitous and the donee has, therefore, no
just cause for complaint. If in the deed of
donation, a mistake or defect has been
committed, it is a mere failure in a bounty
which, as the donor was not bound to make, he
is not bound to correct. (see 45 Am. Jur. 599.)
Of course, the donor may ask for the
reformation of a deed of donation.

(b) If the donation is conditional or is onerous

in character, the deed may be reformed so that
the true conditions imposed by the donor or
the real intention of the parties might be
expressed.

(2) Wills. — A will is an act whereby a person is

permitted with the formalities prescribed by
law to control to a certain degree the
disposition of his estate, to take effect after his
death. (Art. 783.) Like a donation, the making
of a will is a strictly personal and a free act
which cannot be left to the discretion of a
third person (see Art. 784.); hence, upon the
death of the testator, the right to reformation
is lost. Furthermore, a will may be revoked by
the testator any time before his death and this
right is not subject to waiver or restriction.
(see Art. 828.)

(3) Where the real agreement is void. — If the

real agreement is void, there is nothing to
reform. Reformation would be useless because
the real agreement being void, it is
unenforceable.

(4) Art. 1367

Illustration:

Jellybee donated the trademark for his fried

chicken to Mangdo without conditions. In this
case, the act is essentially gratuitous and
Mangdo has no just cause for complaint.
 Article 1367. When one of the parties has
brought an action to enforce the
instrument, he cannot subsequently ask for
its reformation.
By: Kristia Capio

Artikulo 1367. Kapag ang isa sa mga partido

ay nagsampa ng aksiyon upang maipatupad
ang instrumento, hindi siya makakahiling
ng malalim na pagbabago.

Article 1367 is based on estoppel (Art. 1431.) or

ratification.  When a party brings an action to
enforce the contract, he admits its validity and
that it expresses the true intention of the
parties. The bringing of the action is thus
inconsistent with reformation. There is no
prohibition against joining in one action the
reformation of instrument and its
enforcement as reformed.

ILLUSTRATION
Anna who is need of money negotiated a
contract of chattel mortgage with Ben  using
Anna’s Car for security. Through machination
perpetrated by Ben, Anna  signed a document
of sale believing that it was a chattel
mortgage. Later Anna filed a case against Ben
for delivery of the car based on the deed of
sale. The action failed. Ben can no longer seek
the reformation of the instrument to consider
it a chattel mortgage.  He is estopped for the
law has deemed him to have waived the action
for reformation.

Art. 1368. Reformation may be ordered at

the instance of either party or his
successors in interest, if the mistake was
mutual; otherwise, upon petition of the
injured party, or his heirs and assigns.

by: Bryan Glenn Fabiaña

 Ang pagbabago ay maaring ipag utos ng
sinuman sa partido o taga pagmana kapag ang
pagkakamali ay sa parihong partido, sa
petisyon ng partidong agrabyado o kanyang
tagapagmana o tinalaga.

Comment:

Reformation of an instrument cannot be just

be done according to the whims and caprice of
one or even both parties but it is done only
upon order of the court.

If by mutual mistake there in non meeting of

the minds of the parties, either parties or their
successor in interest or their heir may petition
the court for the reformation of the
instrument.

If mistake is not mutual, the reformation of

the instrument may be petition by the injured
party, his heirs or assigns. An action for
reformation of a contract prescribes after
ten(10) years.

Illustration:

“A” entered a contract to “B” for the

construction of a building. The parties agreed
that the payment be made in dollars. However
what was typewritten in the contract
occasioned by mistake was the peso sign.
Either party or the successor in interest of A or
B may petition the court for reformation of the
instrument within ten years.

Article 1369. The procedure for the

reformation of instrument shall be
governed by rules of court to be
promulgated by the Supreme Court.

By: Janine Gumangol

Ang proseso sa pagbabago ng instrumento

ay sinasaklawan ng mga alituntunin ng
korte na na ipapahayag ng korte suprema.

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Author:
Laguna State Polytechnic
University
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