Notes - Hughes v. Payne

NOTE

In accord, Restatement Second §156. Would the result have been the same if the parties had intended the writing in question to be a completely integrated agreement (that is, a complete and exclusive statement of the terms of their contract)? See Calhoun v. Downs, 211 Cal. 766, 297 P. 548 (1931). Counsel for the defendant in Hughes v. Payne argued that to allow the reformation, on the basis of parol proof, of a writing that does not otherwise comply with the Statute of Frauds "would at once introduce all the mischief which the Statute was intended to prevent." Do you agree? For a genera] discussion of the problem, see Palmer, Reformation and the Statute of Frauds, 65 Mich. L. Rev. 421 (1967). The approach adopted in Hughes represents what the draftsmen of the Restatement Second call the "modern" (and presumably more enlightened) view; its wisdom, however, has not always been recognized. Indeed, §509 of the Restatement First stated that reformation of a writing within the Statute of Frauds ought to be allowed only in cases of part performance. For an example of a case in which reformation was denied on the grounds that it would give the writing in question "an evidentiary force which in its actual form it did not have" by conferring validity on an oral contract that was otherwise unenforceable given the absence of a written memorandum accurately reflecting the term of the agreement, see Friedman & Co. v. Newman, 255 N.Y. 340, 174 N.E. 703 (1931).