Contracts I

Restatement Second of Contracts § 166


When a Misrepresentation as to a Writing Justifies Reformation

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If a party's manifestation of assent is induced by the other party's fraudulent misrepresentation as to the contents or effect of a writing evidencing or embodying in whole or in part an agreement, the court at the request of the recipient may reform the writing to express the terms of the agreement as asserted,

  1. if the recipient was justified in relying on the misrepresentation, and
  2. except to the extent that rights of third parties such as good faith purchasers for value will be unfairly affected.