Contract Interpretation-Deed Reformation

WI Court of Appeals – District III

Case Name: CMM s Inc. v. Tribella Properties LLC

Case No.: 2025AP000271

Officials: Stark, P.J., Hruz, and Gill, JJ.

Focus: Contract Interpretation-Deed Reformation

Finding The Wisconsin Court of Appeals, District III, affirmed the circuit court’s judgment and order in favor of Tribella Properties in a dispute involving several real-estate development projects.

The court held that the parties’ 2018 Payback Agreement was unambiguous and enforceable. Although the agreement described the $625,826.04 debt as an “estimate,” its terms established that CMM agreed to repay that fixed principal amount, plus interest. CMM had made no payments, so the circuit court properly entered judgment for $899,633.34, including interest.

The court also upheld the circuit court’s decision to reform deeds given to Tribella as collateral into mortgages. The Payback Agreement clearly showed that the properties were intended as security for CMM’s debt rather than unconditional transfers. Tribella’s pleadings sufficiently alleged this theory even though they did not specifically use the word “reformation.”

The court further rejected CMM’s argument that summary judgment was premature because additional discovery was needed. CMM had sufficient time to depose the relevant witnesses but waited until after summary judgment.

Finally, the court upheld denial of CMM’s motion for relief based on newly discovered evidence. The Klewickis’ deposition testimony could have been obtained before summary judgment, so CMM failed to demonstrate the required diligence.

Affirmed.

Decided 08/11/26

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