On October 27, 2022, the Court of Appeals issued a decision in 34-06 73, LLC v. Seneca Ins. Co., 2022 NY Slip Op. 06029, holding that plaintiff’s attempted amendment to add a reformation claim did not relate back to the original complaint because the original complaint failed to put the defendant on notice of the relevant facts, explaining:
Applications to amend pleadings pursuant to CPLR 3025 are within the sound discretion of the court, and exercise of such discretion “may be upset by us only for abuse as a matter of law. However, there is no sound basis in law to grant amendment pursuant to CPLR 3025 (c) to add an untimely claim. Here, it is undisputed that when plaintiffs sought to amend their complaint the statute of limitations on the reformation claim had expired and was therefore time-barred unless it related back to the original pleading. Section 203 (f) of the CPLR provides that a claim asserted in an amended pleading is deemed to have been interposed at the time the claims in the original pleading were interposed, unless the original pleading does not give notice of the transactions, occurrences, or series of transactions or occurrences, to be proved pursuant to the amended pleading. Thus, plaintiffs’ reformation claim relates back to the original complaint—and is thus not barred by the statute of limitations—only if the complaint placed defendant on notice of the transactions, occurrences, or series of transactions or occurrences, to be proved in support of that claim.
. . .
The notice required by CPLR 203(f) is notice of transactions, occurrences or series of transactions or occurrences, concordant with the CPLR’s objective of liberalizing the strict, formalistic pleading requirements of the nineteenth] century. Under our well-established liberal pleading standards, we assume all facts asserted in the complaint to be true and draw all reasonable inferences from those assertions. . . . 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, the 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.
With those principles in mind, we turn to plaintiffs’ complaint and conclude that it failed to give notice to defendant of the transactions or occurrences on which plaintiffs base their reformation claim. In their original complaint, plaintiffs reference a specific written policy which they identified as the parties’ agreement and which they allege defendant breached. The complaint further alleges that plaintiffs complied with all of the conditions precedent and subsequent pursuant to the terms of the subject policy. This latter 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.
Moreover, plaintiffs based their allegation that the parties included the PSE by mistake on assertions at trial that Malik instructed his broker to exclude the sprinkler requirement before the parties finalized the written policy, and the lack of documentation for a PSE in the underwriting file. Therefore, the reformation claim, as advanced by plaintiffs, was based on a purported oral agreement negotiated by Malik with the broker that preceded the contract’s formation, whereas the breach of contract claim in the original complaint was based on the written policy which includes the PSE and with which plaintiffs alleged full compliance. Critically, nothing in the stand-alone breach of contract claim put defendant on notice that there was a prior oral agreement that excluded the PSE and that the PSE’s inclusion in the written policy was a mistake. Simply put, the transactions or occurrences, or series of transactions or occurrences, to be proved pursuant to the amended pleading did not give notice of reformation because they are factually distinct and discordant from plaintiffs’ allegation of a breach of the written policy. In light of our heavy presumption that a deliberately prepared and executed written instrument manifests the true intention of the parties, defendant had every reason to rely on the original complaint, which provided no indication that the written policy failed to reflect the parties’ intent.
(Internal quotations and citations omitted).