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Reformation (Statute of Limitations Under UCC (2-725 generally 4 years,…
Reformation
Statute of Limitations Under UCC
2-725 generally 4 years
Parties may agree to shorter period but no less than 1 year
clock runs when COA accrues
Grounds for Reformation
Mistake
agreement
agreement put in writing
variance between original agreement and writing
Misrepresentation
court will reform agreement to reflect the parties' intent
Breach of Warranty
SOL runs upon delivery
Implied warranties breached on delivery
Defenses
All general equitable defenses apply
Bona Fide purchaser
Negligence does not bar reformation
Clear and Convincing Standard
Parol Evidence Rule and Statute of Frauds do not apply