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.

Kung isa sa mga partido ay nagkamali at ang isa ay nandaya o umakto nang hindi makatarungan kaya’t hindi naipapakita sa instrumento ang tunay nilang intensyon, pwedeng hingin ng nagkamali na ayusin ang instrumento.

Discussion:

Ordinarily, the unilateral mistake of a party will not exempt the other party from the effects of the contract. However, the presence of fraud or inequitable conduct justifies the reformation of the contract.

Case Illustration: Ong Chua vs Carr 53 Phil. 975 (1929)

 

 

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.

Kapag ang isang partido ay nagkamali at alam ng kabilang partido o naniniwala ito na ang instrumento ay hindi isinaad ang kanilang tunay na pagkakaayos, bagkus tinakpan nito ang katunayan ng luma, ang instrumento ay maaring baguhin.

*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.

Note: There is no case indicated on this article.         

Illustration:

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. 6 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.

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.

Discussion:

What should be the mistakes that a drafter, clerk or typist, who did the mechanical act of preparing the instrument can commit for an instrument to be able to be reformed?

The mistake must be due to his ignorance, lack of skill or bad faith.