a. Mistakes Going to the Inducement for the Contract, 233.
b. Mistakes in Computation With Respect to the Subject Mat-
ter or the Consideration, 236.

c. Mistakes in the Date, Term or Expiration of the Agreement
or Obligation, 237.

d. Mistakes in the Name of Any of the Parties or Other Persons Mentioned in the Instrument, 238.

e. Mistakes in the Kind or Character of the Consideration for the Agreement, 238.

f. Mistakes in Respect to the Legal Effect of Words Used in the Instrument, 238.

g. Mistakes in Regard to the Kind of Legal Instrument Necessary to Effectuate the Object of the Parties, 239.

h. Mistake in Regard to the Capacity in Which the Party has Signed the Instrument, 239.

1. Mistake in Regard to the Nature or Character of the Estate Intended to be Conveyed or Assigned, 240.

J. Mistakes in Regard to the Identity of Property Sold or in the Description of Property Conveyed, Leased, Mortgaged or Insured.

1. In General, 241.

2. Correction of Street Numbers, Blocks, Lots, Corners, Quarter Sections, Boundary Lines and Field-notes, 243. 3. Mistakes by Which Land is Omitted Which was Intended to be Included, 244.

4. Mistakes by Which Land is Included Which was Intended to be Excluded, 244.

k. Mistakes in Regard to the Omission or Inclusion of Easements, Exceptions, Reservations or Conditions in Deeds or Other Contracts or in Omitting to Place a Seal on the Instrument, 244.

I. Scope of Note.

Inasmuch as the general principles of law applicable to the subject of this note have been exhaustively considered in the monographic notes to Alabama etc. Ry. Co. v. Jones, 55 Am. St. Rep. 512, and Williams v. Hamilton, 65 Am. St. Rep. 481-522, we will not in this note go into that part of the subject except in an incidental manner, and hence will confine ourselves to a consideration of the cases applying the general principles to various kinds of mistakes. The distinction between ignorance of law and mistake of law was discussed in the note to Lawrence v. Beaubieu, 23 Am. Dec. 164. II. The General Rule With Respect to Reformation and Cancellation of Instruments for Mistakes.

a. In General. In a general way, it may be said that mutual mistakes, either of fact in making a contract or of law or fact in reducing it to writing, may be remedied in the absence of waiver or estoppel: Rowell v. Smith, 123 Wis. 510, 102 N. W. 1. But in cases of mistake in respect to written instruments, courts of equity can interfere only as between the original parties or those claiming under them in privity: Adams v. Baker, 24 Nev. 162, 77 Am. St. Rep. 799,

51 Pac. 252. Though reformation will be refused where the rights of innocent third persons would be affected: Boone v. Graham, 215 Ill. 511, 74 N. E. 559; Green v. Stone, 54 N. J. Eq. 387, 55 Am. St. Rep. 577, 34 Atl. 1099.

The general rule is that if a written contract or conveyance omits or contains terms or stipulations contrary to the intention, agreement or understanding of the parties, a court of equity will, upon the proper showing of mutual mistake or fraud, reform the written instrument so as to make it conform to such intention, agreement or understanding: Monographic note to Williams v. Hamilton, 65 Am. St. Rep. 482. The authorities are, however, apparently divided upon the question whether a court of equity will reform a written instrument for a mistake of law. Probably the true rule is that a court of equity will not reform a written instrument because of a mistake of legal rights or of law when the mistake was made with a full knowledge of the facts and without fraud, although they will reform such an instrument when its terms result in a contract different from the one really entered into by reason of a misapprehension of its legal effect: Monographic note to Williams v. Hamilton, 65 Am. St. Rep. 488.

"Parties to an agreement may be mistaken as to some material fact connected therewith which formed the consideration thereof or inducement thereto on the one side or the other; or they may simply make a mistake in reducing their agreement to writing. In the former case, before the agreement can be reformed it must be shown that the mistake is one of fact and mutual; in the latter case it may be a mistake of the draftsmen, or one party only, and it may be a mistake of law or of fact. Equity interferes in such a case to compel the parties to execute the agreement which they have actually made. Sometimes it happens that parties agree, as in the case above cited from Peters [Hunt v. Rousmanier, 1 Pet. 13, 17 L. ed. 27], to carry out their agreement by an instrument which, by their mistake of the law, will not effectuate their intention. In such a case equity will not reform the instrument, or substitute another instrument which will in law give effect to their intention, because they adopted and agreed upon the particular instrument, and equity will not compel them to execute an agreement which they never agreed to execute, and thus make an agreement for them. But in this case the parties intended, according to the answer, to reduce their parol agreement to writing, and to embody it in the instrument; and either because they or their draftsmen did not understand the force of language, or because some language which they intended should have been inserted in the instrument was omitted by mistake, their intention was not carried into effect and the instrument failed to embody their agreement': Pitcher v. Hennessey, 48 N. Y. 415.

Of course in order to reform a written contract on the ground of mistake, there must be proof that there was a definite agreement which on account of mutual mistake was incorrectly reduced to writing: Auer v. Mathews, 129 Wis. 143, 108 N. W. 45.

b. Necessity for Mutuality of the Mistake.-A court of equity can reform an instrument only for the purpose of having it express the understanding and agreement of the parties. Hence the mistake must be mutual: Ward v. Yorba, 123 Cal 447, 56 Pac. 58. Therefore, where part of the previous oral agreement is omitted from the drafted contract in the belief that it can be enforced as a separate agreement, no reformation of the written contract will be allowed: Ware v. Cowles, 24 Ala. 446, 60 Am. Dec. 482; Dunham v. New Britain, 55 Conn. 378, 11 Atl. 354; Dwight v. Pomeroy, 17 Mass. 303, 9 Am. Dec. 148; Martin v. Hamlin, 18 Mich. 354, 100 Am. Dec. 181; Seitz Brewing Co. v. Ayres, 60 N. J. Eq. 190, 46 Atl. 535; Mead v. Norfolk etc. R. Co., 89 Va. 296, 15 S. E. 497; Braun v. Wisconsin Rendering Co., 92 Wis. 245, 66 N. W. 196. A written contract cannot be reformed so as to express stipulations which were not assented to by the parties, even though one of the parties intended to have it made a part of the contract: Tyson v. Chestnut, 100 Ala. 571, 13 South. 763; McGuigan v. Gaines, 71 Ark. 614, 77 S. W. 52; Loftus v. Fischer, 106 Cal. 616, 39 Pac. 1064; Ward v. Yorba, 123 Cal. 447, 56 Pac. 58; Williams v. Hamilton, 104 Iowa, 423, 65 Am. St. Rep. 475, 73 N. W. 1029; Bowman v. Besley, 122 Iowa, 42, 97 N. W. 60; Buckley v. Frankfort (Ky.), 44 S. W. 139; Byrne v. Gunning, 75 Md. 30, 23 Atl. 1; Whitworth v. Lowell, 178 Mass. 43, 59 N. E. 760; Green v. Stone, 54 N. J. Eq. 387, 55 Am. St. Rep. 577, 34 Atl. 1099; Harbeck v. Prepin, 145 N. Y. 70, 39 N. E. 722; Mitchell v. Holman, 30 Or. 280, 47 Pac. 616; Phillips v. Port Townsend Lodge,.8 Wash. 529, 36 Pac. 476; Kropp v. Kropp, 97 Wis. 137, 72 N. W. 381. Thus the mere fact that one party thought that a certain conveyance of four acres along a section line included a certain area along such line affords no ground for reformation: Clark v. Mossman, 58 Neb. 87, 78 N. W. 399. Nor does the fact that the grantee of a deed thinks that the deed does not contain a clause whereby he assumes a certain mortgage, the grantor not knowing of the mistaken idea of the grantee, afford ground for reformation: Green v. Stone, 54 N. J. Eq. 387, 55 Am. St. Rep. 577, 34 Atl. 1099. Likewise where one of the parties intended that certain clauses in the printed form of a contract be stricken out, a reformation was refused: Crane v. McCormick, 92 Cal. 176, 28 Pac. 222. And where two mortgages exist on property, but the grantor when executing a conveyance does not know of the second mortgage and has the grantee merely assume the first mortgage, he cannot have the deed reformed so as to require the grantee to assume the second mortgage: Moore v. Groves, 97 Iowa, 4, 65 N. W. 1008. Neither will reformation be granted because one party, thinking that the area

of a lot offered for sale is less than it really is, sells it for less than it is in fact worth: Chute v. Quincy, 156 Mass. 189, 30 N. E. 550. Nor will reformation be allowed because one party to a land transaction has an idea that he is buying a larger tract of land than the other thinks he is selling: Page v. Higgins, 150 Mass. 27, 5 L. R. A. 152, 22 N. E. 63. Likewise reformation will be refused where the only showing is that one party thought that a tract of land covered by a mortgage did not include certain lots actually covered by it: Ocean Beach Assn. v. Trenton Safe Deposit Co. (N. J. Eq.), 48 Atl. 559. Reformation will not be granted because the amount of goods set forth in a contract is different from that which one of the parties believed was ordered: Coates v. Buck, 93 Wis. 128, 67 N. W. 23. The fact that one party intended to insert a clause in a contract that certain goods are to be invoiced at the actual wholesale cost whereas the contract as written is for an invoice "at wholesale cost as shown by the cost marks on the goods," is no ground for reformation: Simpson v. Kane, 98 Iowa, 271, 67 N. W. 247. The fact that one party to a construction contract understood that the price set forth is only for part of a building when the contract states it to be for the whole of the building is not sufficient to grant reformation: Whitworth v. Lowell, 178 Mass. 43, 59 N. E. 760. And the mere fact that one of the parties to the contract intended to insert a clause allowing him to draw certain additional funds but it was not done is not ground for reformation: Mitchell v. Holman, 30 Or. 280, 47 Pac. 616.

But a court of equity will correct a written contract where a mistake exists on the part of one of the parties and the other party is aware of his mistake, or where one party by his conduct or representations has led the other party into the mistake: Higgins v. Parsons, 65 Cal. 280, 3 Pac. 881; Deischer v. Price, 148 Ill. 383, 36 N. E. 105; Roszell v. Roszell, 109 Ind. 354, 10 N. E. 114; Williams v. Hamilton, 104 Iowa, 423, 65 Am. St. Rep. 475, 73 N. W. 1029; Goodenow v. Curtis, 18 Mich. 298; Crookston Imp. Co. v. Marshall, 57 Minn. 333, 47 Am. St. Rep. 612, 59 N. W. 294; Fritz v. Fritz, 94 Minn. 264, 102 N. W. 705; Sanford v. Gates, 21 Mont. 277, 53 Pac. 749; Husted v. Van Ness, 158 N. Y. 104, 52 N. E. 645; Jones v. Warren, 134 N. C. 390, 46 S. E. 740; Archer v. California Lumber Co., 24 Or. 341, 33 Pac. 526; McCormick etc. Co. v. Woulph, 11 S. Dak. 252, 76 N. E. 939; McCormick v. Ratcliffe (Tenn. Ch.), 64 S. W. 332; Kyle v. Fehley, 81 Wis. 67, 29 Am. St. Rep. 866, 51 N. W. 257; Home Ins. Co. v. Virginia-Carolina Chemical Co., 109 Fed. 681; Simmons Creek Coal Co. v. Doran, 142 U. S. 417, 12 Sup. Ct. Rep. 239, 35 L. ed. 1063. Thus reformation will be granted where one party is buying a certain subject matter which the other party knows that he will not receive under the terms of the contract as written: Stevens v. Holman, 112 Cal. 345, 53 Am. St. Rep. 216, 44 Pac. 670. So, also, reformation will be granted where the grantee knows that the gran

tor believes that a certain coal vein is excepted and reserved from the deed, while in fact it is not: Cook v. Liston, 192 Pa. 19, 43 Atl. 389.

C. Mistakes for Which Cancellation may be Had.-A court of equity will not interfere to decree a cancellation of a written instrument unless some special circumstance is shown to exist, establishing the necessity of a resort to equity to prevent irreparable injury: County of Ada v. Bullen Bridge Co., 5 Idaho, 188, 95 Am. St. Rep. 180, 47 Pac. 818, 36 L. R. A. 367. The causes for rescission are mistakes of fact which are essential considerations to the contract. As, for instance, where the adding of two stories by the lessee was essential to his being capable of paying the rent stipulated, and it was thought at the time that the building would support the additional stories, but it is afterward ascertained that the walls and foundations are not sufficiently strong to support them, rescission may be had: Hoops v. Fitzgerald, 204 Ill. 325, 68 N. E. 430. In the principal case it was declared that equity will cancel a contract which is apparently valid for a mistake of fact not due to negligence where the contract is different with respect to the subject matter or terms from what was intended where the parties can be placed in statu quo: Steinmeyer v. Schroeppel, 226 Ill. 9, ante, p. 224, 80 N. E. 564. In other words, a mutual mistake in respect to the subject matter makes the contract inoperative and void: Fink v. Smith, 170 Pa. 124, 50 Am. St. Rep. 750, 32 Atl. 566; Bedell v. Wilder, 65 Vt. 406, 36 Am. St. Rep. 871, 26 Atl. 589. The power of cancellation is not exercised in order to interfere with the freedom of contract or with proper legal liability for bad bargains, but only to supplement the powers of courts of law where there is exceptional equity of a settled and recognized kind: Du Bois Borough v. Du Bois City Waterworks Co., 176 Pa. 430, 53 Am. St. Rep. 678, 35 Atl. 248, 34 L. R. A. 92. The general rule is that where a written contract is executed under a mistake by one of the parties in respect to some matter which is of the essence of the contract, a court of equity will not reform the contract, since that would be making a new contract for the parties under the circumstance, but the courts rescind and cancel the written contract and thus place the parties in statu quo: Werner v. Rawson, 89 Ga. 619, 15 S. E. 813; Rackemann v. Riverbank Imp. Co., 167 Mass. 1, 57 Am. St. Rep. 427, 44 N. E. 990; Keene v. Demelman, 172 Mass. 17, 51 N. E. 188; Nelson v. Carlson, 54 Minn. 90, 55 N. W. 821; Crowe v. Lewin, 95 N. Y. 423; Dunan v. Providence etc. R. Co., 5 R. I. 130; Brown v. Lamphear, 35 Vt. 252.

III. What Contracts or Instruments are Reformable.

The reformation of instruments because of mistakes committed in reducing the agreement of the parties to writing is not confined to any one class of instruments: Monographic note to Williams v. Hamilton, 65 Am. St. Rep. 504 et seq. But reformation will not be granted