Contract Reformation in Florida – Statute of Limitations

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In Florida, a party to a contract may seek to invoke the equitable jurisdiction of the Court to enforce a contract that does not accurately reflect the agreement made by the parties.  If the Contract does not accurately reflect the agreement between the parties, a party can ask the Court to reform the contract to accurately reflect the true intentions of the contracting parties. This is Reformation.

Where an agreement has been actually entered into, but the contract, deed, or other instrument in its written form does not express what was really intended by the parties thereto, equity has jurisdiction to reform the written instrument so as to conform to the intentions, agreement and understanding of the parties.Smith v. Royal Auto Group Inc., 675 So. 2d 144, 150 (Fla. 5th D.C.A. 1996); Jacobs v. Parodi, 39 So. 833 (Fla. 1905). See also More Than You Wanted to Know about the Doctrine of Reformation, The Florida Bar Journal, October, 2004 Volume LXXVIII, No. 9.

Pursuant to 95.11(2)(B), Fla. Stat. equitable actions on a contract must be brought within 5 years form the date the cause of action accrues.

However, the equitable action of reformation is limited by the 5 year statute of limitations on written contracts. See More Than You Wanted to Know about the Doctrine of Reformation, The Florida Bar Journal, October, 2004 Volume LXXVIII, No. 9.

95.11 Limitations other than for the recovery of real property.—Actions other than for recovery of real property shall be commenced as follows:

(1) WITHIN TWENTY YEARS.—An action on a judgment or decree of a court of record in this state.

(2) WITHIN FIVE YEARS.—

(a) An action on a judgment or decree of any court, not of record, of this state or any court of the United States, any other state or territory in the United States, or a foreign country.

(b) A legal or equitable action on a contract, obligation, or liability founded on a written instrument, except for an action to enforce a claim against a payment bond, which shall be governed by the applicable provisions of paragraph (5)(e), s. 255.05(10), s. 337.18(1), or s. 713.23(1)(e), and except for an action for a deficiency judgment governed by paragraph (5)(h). (Emphasis added.)

See also Ryan v. Lobo De Gonzalez, 841 So.2d 510, 518 (Fla. 4th DCA 2003), recognizing that a claim for reformation was barred by the five-year statute of limitations, despite Plaintiff’s failure to discover the error.