The appellant challenged rectification orders that had rewritten corporate resolutions to avoid unintended tax consequences from unwinding a financing structure.
The Court held that rectification requires an antecedent agreement with definite and ascertainable terms that was incorrectly recorded in the instrument.
A generalized objective of tax neutrality, without a specific prior agreement on the term to be corrected, was insufficient.
Applying ordinary rectification principles in the tax context, the majority rejected retroactive correction of an agreement that had been accurately recorded but produced an unwelcome result.
The appeal was allowed, with a dissent that would have upheld rectification for implementation error.
