The plaintiffs were a special purpose entity (the “SPE”) and an investment banking firm that had offered the SPE and its affiliates advice regarding a merger. The plaintiffs sought reformation of an amendment to the merger agreement, under which the SPE was removed as a party, to restore third party rights they held in earlier revisions of the amendment but which were not included in the executed amendment. The Court dismissed the petition for failure to state a claim, except with respect to claims of mutual mistake, where further factual developments were needed as to whether knowledge of the attorney who negotiated the amendment would be imputed to the SPE because of conflicts of interest between the SPE and its affiliates; and the motion to dismiss was denied as to a claim of unjust enrichment for work the investment banker performed on the deal after the amendment of the merger agreement.
