Gracelawn Memorial Park, Inc. v. Eastern Memorial Consultants, Inc.

291 A.2d 276 (1972)

GRACELAWN MEMORIAL PARK, INC., a Delaware corporation, Plaintiff Below, Appellant, v. EASTERN MEMORIAL CONSULTANTS, INC., a Delaware corporation, and Robert T. Nuckolls, Defendants Below, Appellees.

Supreme Court of Delaware.

May 3, 1972.

H. James Conaway, Jr., and Jack B. Jacobs, of Young, Conaway, Stargatt & Taylor, Wilmington, for appellant.

Richard L. Sutton and Lawrence C. Ashby, of Morris, Nichols, Arsht & Tunnell, Wilmington, for appellees.

WOLCOTT, Chief Justice, and CAREY and HERRMANN, Justices, sitting.

PER CURIAM:

This is an appeal from an Order of the Court of Chancery dismissing a complaint for a declaratory judgment and for reformation of an exclusive sales agency contract, reserving a right to the plaintiffs to amend the complaint with respect to the allegations for reformation of the exclusive sales agency contract.

We affirm the action of the Vice Chancellor for the reasons stated in his Opinion below, Gracelawn Memorial Park, Inc. v. Eastern Memorial Consultants, 280 A.2d 745 (Del.Ch.1971).

The dismissal of that part of the complaint seeking a declaratory judgment as to the proper interpretation of the contract is affirmed for the reason that the plain terms of the contract may not be varied by parol evidence. The affirmance of his dismissal of the complaint for the reformation of the contract, with a right to amend, is by reason of Chancery Rule 9(b) which requires that a party seeking reformation of a contract must plead with particularity the facts on which the prayer is based. This complaint does not satisfy this requirement. We specifically affirm the reservation made by the Vice Chancellor to the plaintiff of the right to amend that portion of the complaint seeking reformation of the contract.

The judgment below is affirmed.