On March 5, 2024, the First Department issued a decision in NCCMI, Inc. v. Bersin Props., LLC, 2024 NY Slip Op. 01161, holding that a court may reform a contract even though the statute of limitations for a reformation claim has run, explaining:
A claim for reformation of a contract, including reformation based on a scrivener’s error, is governed by the six-year statute of limitations, which begins to run on the date that the mistake is made. Any purported mistake was made on January 4, 2007, when the alleged scrivener’s error occurred. This claim is time-barred because plaintiff commenced this action eight years later, on January 30, 2015. Nevertheless, a court may correct a scrivener’s error outside of a claim for reformation of a contract in those limited instances where some absurdity has been identified or the contract would otherwise be unenforceable either in whole or in part. In other words, a court is not constrained to adopt an absurd phrasing in the contract merely because the statute of limitations for reformation had passed, when the error is obvious and the drafters’ intention clear. Absent such an absurdity or unenforceability, clear, complete writings should generally be enforced according to their terms to impart stability to commercial transactions by safeguarding against fraudulent claims, perjury, death of witnesses and infirmity of memory. A party seeking reformation based on a scrivener’s error has the high burden of showing an obvious error by clear and convincing evidence.
(Internal quotations and citations omitted).