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Court of Chancery Denies Request for Reformation of Merger Agreement

Posted In M&A

Metcap Securities LLC v. Pearl Senior Care Inc., C.A. 2129-VCN (Del. Ch. Feb. 27, 2009)


In this decision the Court explains when it will grant reformation of a contract based on mistake. Most importantly, it held that an attorney was authorized to agree to the amendment to a contract that his client later argued was a mistake. The circumstances were very unusual, but the key point remains that reformation will not be granted when in hindsight a concession is later regretted.

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