THE BREACH OF CONTRACT (FIRE INSURANCE POLICY) CAUSE OF ACTION ALLEGED IN THE COMPLAINT DID NOT GIVE NOTICE OF THE CLAIM THE CONTRACT SHOULD BE REFORMED BASED UPON MUTUAL MISTAKE; THEREFORE THE PLAINTIFF SHOULD NOT HAVE BEEN ALLOWED TO CONFORM THE PLEADINGS TO THE PROOF AND THE JURY SHOULD NOT HAVE BEEN ALLOWED TO CONSIDER WHETHER THE ENDORSEMENT REQUIRING A SPRINKLER SYSTEM ON THE INSURED PREMISES WAS INCLUDED IN THE POLICY BY MUTUAL MISTAKE (CT APP).

The Court of Appeals, reversing the Appellate Division, in a full-fledged opinion by Judge Rivera, determined plaintiff should not have been allowed to conform the pleadings to the proof and the jury should not have considered whether the contract, an insurance policy, should be reformed based upon mutual mistake. The complaint alleged defendant insurer breached the contract (the policy) by refusing to pay for fire damage. The insurance policy included a Protective Safeguards Endorsement (PSE) which required plaintiff to have a sprinkler system in good working order. The buildings apparently were vacant and did not have sprinkler systems. Based on testimony given at trial, plaintiff argued inclusion of the PSE was a mutual mistake and the contract (policy) should be reformed to exclude it. The jury and the appellate division so found. But the Court of Appeals held the courts should not have looked beyond the four corners of the pleadings, and the pleadings did not give notice of the reformation action:

[CPLR] Section 203 (f) requires the court to determine solely whether a plaintiff’s or a defendant’s original pleading gives notice of the transactions or occurrences underlying the proposed amendment …

To plead reformation, a plaintiff must allege sufficient facts supporting a claim of mutual mistake, meaning that “the parties have reached an oral agreement and, unknown to either, the signed writing does not express that agreement” … . Given the “heavy presumption that a deliberately prepared and executed written instrument manifests the true intention of the parties, . . . [t]he proponent of reformation must show in no uncertain terms, not only that mistake or fraud exists, but exactly what was really agreed upon between the parties” … .

In contrast, to plead a cause of action for breach of contract, a plaintiff usually must allege that: (1) a contract exists … ; (2) plaintiff performed in accordance with the contract … ; (3) defendant breached its contractual obligations … ; and (4) defendant’s breach resulted in damages … . …

The complaint … alleges that plaintiffs complied “with all of the conditions precedent and subsequent pursuant to the terms of the subject policy.” This … allegation is fatal to plaintiffs’ assertion that the complaint provides notice of the transactions or occurrences to be proved in support of a reformation claim. In fact, if anything, it suggests the opposite because, by asserting total compliance, plaintiffs necessarily disclaimed any challenge to the policy’s terms, specifically the PSE. 34-06 73, LLC v Seneca Ins. Co., 2022 NY Slip Op 06029, CtApp 10-27-22

Practice Point: Here the complaint alleged defendant insurer breached the policy by refusing to pay for fire damage. The insured buildings were vacant and did not have sprinkler systems. The policy included an endorsement requiring sprinkler systems. The insurer refused payment citing plaintiff’s failure to comply with the “sprinkler” endorsement. Based on trial evidence, plaintiff moved to conform the pleadings to the proof to include a cause of action for reformation of the contract alleging that the endorsement requiring sprinkler systems was included by mutual mistake and should be excluded from the policy. The Court of Appeals ruled the complaint did not give notice of the reformation cause of action. Therefore the jury should have been allowed to consider it. The trial verdict, reforming the contract to exclude the “sprinkler” endorsement, and the affirmance by the appellate division were reversed.