UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

LUMBERMENS MUTUAL CASUALTY
COMPANY,
Plaintiff-Appellant,

v.

MIDLAND NATIONAL LIFE INSURANCE
COMPANY; MANGELSDORF, LEWIS AND
                                                       No. 94-2206
DAVIDSON, INCORPORATED; ELENA
CASTELLON, a/k/a Elena Lozano,
Defendants-Appellees,

and

ESTATE OF EDDY CASTELLON,
Defendant.

LUMBERMENS MUTUAL CASUALTY
COMPANY,
Plaintiff,

v.

ESTATE OF EDDY CASTELLON,
Defendant-Appellant,
                                                       No. 94-2240
and

MIDLAND NATIONAL LIFE INSURANCE
COMPANY; MANGELSDORF, LEWIS AND
DAVIDSON, INCORPORATED; ELENA
CASTELLON, a/k/a Elena Lozano,
Defendants-Appelles.

Appeals from the United States District Court
for the Eastern District of Virginia, at Alexandria.
T. S. Ellis, III, District Judge.
(CA-93-1417-A)
Argued: December 4, 1995

Decided: March 6, 1996

Before WILKINSON, Chief Judge, RUSSELL, Circuit Judge, and
THORNBURG, United States District Judge for the Western
District of North Carolina, sitting by designation.

_________________________________________________________________

Reversed and remanded by unpublished per curiam opinion.

_________________________________________________________________

COUNSEL

ARGUED: Kevin Joseph O'Connell, O'CONNELL &
O'CONNELL, Rockville, Maryland, for Appellants. Brian Charles
Riopelle, MCGUIRE, WOODS, BATTLE & BOOTHE, Richmond,
Virginia, for Appellee Midland National Life; Valerie Lisabeth Tetro,
JOSEPH F. CUNNINGHAM & ASSOCIATES, Washington, D.C.,
for Appellee Mangelsdorf, Lewis & Davidson; Michael Earl Barns-
back, DIMURO, GINSBERG & LIEBERMAN, P.C., Alexandria,
Virginia, for Appellee Lozano. ON BRIEF: Timothy C. O'Connell,
O'CONNELL & O'CONNELL, Rockville, Maryland; Michael
Doherty, RADIGAN, ROSENBERG & HOLMES, Arlington, Vir-
ginia, for Appellants. C. Torrence Armstrong, MCGUIRE, WOODS,
BATTLE & BOOTHE, Richmond, Virginia, for Appellee Midland
National Life; Joseph F. Cunningham, JOSEPH F. CUNNINGHAM
& ASSOCIATES, Washington, D.C., for Appellee Mangelsdorf,
Lewis & Davidson; Bernard J. DiMuro, DIMURO, GINSBERG &
LIEBERMAN, P.C., Alexandria, Virginia, for Appellee Lozano.

_________________________________________________________________

Unpublished opinions are not binding precedent in this circuit. See
Local Rule 36(c).

_________________________________________________________________

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OPINION

PER CURIAM:

In this diversity case we must decide whether to allow reformation
of an annuity contract that was designed to satisfy the financial obli-
gations assumed in a settlement agreement. In the annuity contract,
appellant Lumbermens Mutual Casualty Co. mistakenly named a dif-
ferent beneficiary than that specified in the settlement agreement. We
find that prospective reformation of the contract to reflect the correct
beneficiary accords with the intentions of the parties without causing
prejudice to either party. We thus reverse the judgment of the district
court and remand with instructions to reform the contract on a pro-
spective basis.

I.

Eddy Castellon was injured in 1979 while working for a construc-
tion company. The company's insurer, appellant Lumbermens Mutual
Casualty Co., settled Castellon's workers compensation claim, agree-
ing to pay him a lump sum of $5,000 followed by monthly installment
payments of $1,048.49 for a period of twenty years. The settlement
agreement stipulated that, in the event of Eddy's death, the payments
would be made to Eddy's estate.

To finance its obligations, Lumbermens executed a single premium
annuity contract with appellee Midland National Life Insurance Co.,
under which Midland would make the appropriate payments. Appel-
lee Mangelsdorf, Lewis and Davidson, Inc., a specialist in arranging
annuity contracts for funding settlement obligations, acted as Mid-
land's broker-agent in effecting the agreement with Lumbermens. In
the annuity contract application, Lumbermens inadvertently desig-
nated Elena Castellon (Eddy's wife at the time) as the beneficiary,
instead of naming Eddy's estate as was specified in the settlement
agreement. That mistake was memorialized in the contract, and lies
at the source of this dispute.

The annuity contract was purchased and issued in September,
1982, and Eddy received installment payments for several years. On

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April 14, 1989, Elena Castellon divorced Eddy. Eddy remarried soon
thereafter, to Martha Ramirez, on October 8, 1989. Ten days after his
wedding to Martha, Eddy died. Martha Ramirez then wrote a letter to
Mangelsdorf asserting her claim to the annuity payments as the heir
of Eddy's estate.

Either Lumbermens or Midland (or both) concluded that Elena
Castellon was the proper beneficiary, and Midland began making the
installment payments to Elena. In April, 1993, Martha Ramirez's
attorney wrote a letter to Lumbermens asking that the payments be
made instead to Eddy's estate as was envisioned in the settlement
agreement. Lumbermens then requested that Midland change the ben-
eficiary in the annuity contract to Eddy's estate and thereafter make
payments to Martha, Eddy's heir. Midland refused, asserting that the
terms of the annuity contract prevented Lumbermens from changing
the beneficiary after Eddy's death.

On November 12, 1993, Lumbermens initiated several causes of
action against Midland and Mangelsdorf, alleging breach of contract,
negligence, breach of warranty, and breach of fiduciary duty. Lum-
bermens also sought to reform the annuity contract to name Eddy's
estate as the beneficiary. Midland's answer interpled Elena and
Eddy's estate. In its answer to the interpleader, the estate asked for
reformation of the annuity contract. The district court rejected all of
Lumbermens' claims on summary judgment, but held a bench trial to
consider the estate's claim for reformation. Following trial, the court
concluded that the estate had failed to establish mutual mistake of the
parties or sufficient equities warranting reformation. This appeal fol-
lowed.

II.

Before allowing reformation, courts normally require that both par-
ties to a contract be mutually mistaken as to whether the written
agreement expresses their intent; a unilateral mistake generally is
insufficient. E.g., Langman v. Alumni Ass'n, 

, 677 (Va.
1994); Ward v. Ward, 

, 462 (Va. 1990). Here, the dis-
trict court concluded that any mistake was unilateral, not mutual.
According to the court, Lumbermens plainly erred in naming Elena
as the beneficiary instead of Eddy's estate. But Midland and Mangels-

                    4
dorf, the court found, had no specific intention regarding the identity
of the beneficiary, and thus "did not and could not have known that
there was an error."

Such an inflexible application of the mutual mistake principle is
uncalled for in the circumstances of this case. There is no question
that the settlement agreement names Eddy's estate as beneficiary, and
the undisputed purpose of the annuity contract was to fund the settle-
ment agreement. Lumbermens of course had this objective in mind.
And even assuming that Midland was unaware of this general pur-
pose, Mangelsdorf, who acted as Midland's broker-agent, certainly
shared Lumbermens' intent -- indeed, Mangelsdorf's specialty is
arranging annuity mechanisms to finance settlement obligations. Mid-
land, of course, would not have voiced any objection if Lumbermens
had designated Eddy's estate as beneficiary in the annuity contract.
That the general aim of the annuity contract was to fund the settle-
ment agreement is sufficient for reformation; the parties need not
have shared a specific intent to name a particular beneficiary. See 13
Samuel Williston, A Treatise on the Law of Contracts§ 1535 (3d ed.
1961).

Moreover, the rules governing contractual mistakes"have tradition-
ally been marked by flexibility," Restatement (Second) of Contracts,
Ch. 6 Intr. Note (1981), and courts generally retain discretion to fash-
ion relief as justice may require, id.,§ 158(2). Here, the equities
plainly favor prospective reformation of the annuity contract. Without
reformation, Lumbermens will continue to incur double liability (both
to Elena and Martha) throughout the term of the annuity. Meanwhile,
there are no persuasive countervailing arguments weighing against
reformation. Neither party to the annuity would be prejudiced by pro-
spectively reforming the contract to designate Eddy's estate as benefi-
ciary. Lumbermens of course would welcome such relief, and it
represented as much in oral argument before this court. Midland,
meanwhile, expressed in argument that it would have no objection to
redirecting the annuity payments on a prospective basis.

The district court identified two factors which it viewed as weigh-
ing against reformation, neither of which ultimately is compelling.
First, the court suggested that Elena Castellon had an equitable inter-
est in preventing reformation. Elena, however, was not a party to the

                    5
annuity contract (or, for that matter, to the settlement agreement).
Any stake she has in preventing reformation stems solely from Lum-
bermens' mistaken designation of her as beneficiary of the annuity.
Her interest is thus only by way of a windfall, the sort of interest that
equity regards lightly. E.g., Prudential Ins. Co. of America v. S.S.
American Lancer, 

, 871 (2d Cir. 1989). And at any rate,
prospective reformation of the annuity contract would allow Elena to
retain any payments she has received thus far.

The district court also suggested that Lumbermens' lack of care in
erroneously completing the annuity application presented an equitable
basis for denying reformation. In the court's view, Lumbermens
"knew or should have known" of its mistake and its "lack of diligence
and care is what led to this whole dispute." It is well established, how-
ever, that the "mere fact that a mistaken party could have avoided the
mistake by the exercise of reasonable care does not preclude . . . ref-
ormation." Restatement (Second) of Contracts§ 157 cmt. a (1981). In
light of the lack of prejudice to the parties from prospective reforma-
tion, we believe that such relief is warranted.

III.

For the foregoing reasons, we reverse the judgment of the district
court, and remand with instructions to reform the annuity contract on
a prospective basis to name Eddy's estate as beneficiary, effective as
of the date of this decision.

REVERSED AND REMANDED

                     6