Background
Maxie O’Neal Price, III purchased property in Georgia and obtained a title insurance commitment from Chicago Title Insurance Company. Before closing, the commitment listed exceptions, but the subsequent policy issued to Price contained broader exclusions, including those for easements. A dispute arose when neighbors sued Price over an alleged easement. Chicago Title denied coverage based on the policy’s easement exclusion. Price sued for breach of contract and sought reformation of the policy to match the commitment terms, but the district court granted summary judgment to Chicago Title.
The court’s reasoning
The Eleventh Circuit applied Georgia law, which holds that when a final contract is issued, it supersedes and merges any prior agreements on the same subject. The court found that the title insurance policy was the entire contract between the parties, extinguishing the commitment. Additionally, the court noted that reformation requires proof of mutual mistake, which Price failed to demonstrate. The court also observed that Price abandoned his reformation argument on appeal by not addressing it in his opening brief.
What it means going forward
The ruling reinforces that title insurance policies supersede preliminary commitments, limiting insureds’ ability to rely on earlier terms once the final policy is issued. It also clarifies that reformation is unavailable absent clear evidence of mutual mistake.