Riss v. Imper Realty Corp.

The plaintiffs seek to restrain the defendant’s action at law to recover a deposit for the purchase of land pending reformation of an agreement also sought by the plaintiffs on the ground of mutual mistake of the parties. There was no formal or integrated agreement. The agreement allegedly consisted of “about” four written communications by or on behalf of the plaintiffs and “about” six written communications by or on behalf of the defendant “in addition to conversations” by telephone and otherwise. The judge rightly sustained the defendant's demurrer and dismissed the bill. The contract, if any, was executory. The “mistake,” if any, was unilateral. It allegedly was in a communication originating with the plaintiffs and in language of their choice which is clear and unambiguous. The reformation, even if made in the particular communication selected by the plaintiffs, would not necessarily establish the terms of the contract. Furthermore, it appears that the plaintiffs have conveyed the property. They cannot ask a court of equity, under the guise of a bill to reform an instrument, to discover and establish the terms of a contract which they are unable to perform. Decrees affirmed with costs.