Request for Reformation of Lease

An individual requested a decision concerning a disagreement involving a lease agreement under which office space was leased to the General Services Administration (GSA). The 10-year lease provided the agency with the option to renew for two 5-year terms with the same terms and conditions applying. It also provided that after 5 years, either party could terminate the lease by giving notice. In renegotiating the lease 5 years later, the parties entered into a supplemental agreement which modified three terms of the original lease. The rent was increased, the lessor's termination rights were removed, and the old rental price was deleted from the renewal option clause. Near the end of the 10-year term when GSA notified the lessor that it was renewing the lease for 5 years, the lessor requested an increase in rent, which the agency refused. The lessor alleged that during the supplemental agreement negotiations, the agency did not discuss changing his termination rights, and that he did not notice the change when he signed the agreement. Although the lessor did not specify the relief he desired, it was assumed that he wanted the supplemental lease agreement reformed to include termination rights for him. Relief may be granted for a unilateral mistake alleged after award of a contract only if the Government contracting official had either actual or constructive knowledge of the mistake prior to award. In this case, there was no evidence that the agency official knew or should have known that the lessor was unaware that his termination rights had been deleted from the original lease by the supplemental agreement. In the one-page supplemental agreement, the only change made in the termination provision was the deletion of the lessor's termination rights. Therefore, there was no legal basis for granting reformation of the lease.