Paulsen v. Coombs

253 P.2d 621, 123 Utah 49, 1953 Utah LEXIS 149

• Court: Utah Supreme Court
• Decided: February 16, 1953
• Docket: 7880
• Status: Published

Opinions

HENRIOD, Justice.

Appeal from a judgment for a balance due on a written contract for carpenter work. Affirmed, the parties to bear their own costs on appeal.

Plaintiffs pleaded the contract and defendants counterclaimed for damages for non-performance, mal-performance and for certain materials furnished by defendants, which, under the terms of the contract, plaintiffs were to supply. By reply, plaintiffs for the first time sought to avoid the materials clause by asserting it was included by mutual mistake, asking reformation for that reason.

Without detailing the voluminous and mostly conflicting evidence, we conclude that there was sufficient substantial evidence to support the trial court’s conclusion, the writer, however, differing from the opinion of Mr. Justice CROCKETT to the effect that there was a mutual mistake as to a $280.44 item, justifying reformation of the contract pleaded. All other members of the Court agree with Mr. Justice CROCKETT as to that item, hence his opinion that the trial court should be affirmed as to that also is determinative.

The parties read the contract before signing. Its terms were clear and unambiguous. The contract was pleaded and relied on in the complaint in its entirety. By answer, defendants claimed the plaintiffs had not furnished the materials mentioned in the contract, for cabinet work in the kitchen, which cabinet fixtures were to be obtained pre-fabricated. It is significant that the requirement to furnish materials was incorporated in only one of the paragraphs of the contract and was applicable only to milled cabinet work to be milled off the premises. It is not unreasonable to assume that plaintiffs, in contracting for an integrated job, would agree to pay for such materials, even though defendants did not assert a claim for such materials until after an argument was precipitated as to who owed whom what. Nevertheless, the plaintiff who signed the contract, after having filed a complaint claiming payment under the entire contract, when confronted with an offset for the materials which the contract said he was to furnish, asserts that he did not notice the word “materials” in the agreement and therefore seeks to exclude the word, over the strenuous protest of the defendants, — and succeeds by the equitable route of reformation in a law action for breach of contract. Without discussing the propriety of or authority for such procedure, it is difficult to perceive how one can arrive at the conclusion that there is clear and convincing evidence for the extraordinary relief by way of reformation, considering the law’s policy to lend dignity to written instruments and sanctity to the parol evidence rule.¹ The fact that one is ignorant of the contents of the paper he signs necessarily does not relieve him of contractual liability,² and should not do so here. The writer believes that reformation in such case is to lend undue credence to one side of a controverted set of facts, and simply ignores the parol evidence rule.

1 George v. Fritsch Loan & Trust Co., 69 Utah 460, 256 P. 400.

2 Williston, Contracts, Rev. Ed., Vol. 1, § 90A, p. 257; Larsen v. Oregon Short Line Railroad Co., 38 Utah 130, 110 P. 983.