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SCION BRECKENRIDGE MANAGING MEMBER, LLC v. ASB ALLEGIANCE REAL ESTATE FUND

No. 437, 2012.

68 A.3d 665 (2013)

SCION BRECKENRIDGE MANAGING MEMBER, LLC, Scion 2040 Managing Member, LLC and Scion Dwight Managing Member, LLC, Defendant Below Appellants, v. ASB ALLEGIANCE REAL ESTATE FUND, EBREF Holding Company, LLC and Dwight Lofts Holdings, LLC, Plaintiffs Below Appellees.

Supreme Court of Delaware.

Decided: May 9, 2013.

Attorney(s) appearing for the Case

Gregory P. Williams (argued) and Kelly E. Farnan , Richards, Layton & Finger, P.A., Wilmington, Delaware. Of Counsel: Kenneth T. Brooks and Richard J. Zecchino , Honigman Miller Schwartz and Cohn LLP, Lansing, Michigan for appellants.

John L. Reed and Scott Czerwonka , DLA Piper LLP, Wilmington, Delaware. Of Counsel: Bruce E. Falby (argued), Bruce S. Barnett and Justin Brown , DLA Piper LLP, Boston, Massachusetts for appellees.

Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices constituting the Court en Banc.

STEELE, Chief Justice:

In this reformation action concerning cash flow distributions in three real estate joint venture agreements, we hold that the Vice Chancellor properly reformed the agreements on the basis of unilateral mistake and knowing silence by the other party. Negligence in discovering an alleged mistake does not bar a reformation claim unless the negligence is so significant that it amounts to a failure to act in good faith and in accordance with reasonable...

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