SCI Minnesota Funeral Services, Inc. v. Washburn-McReavy Funeral Corp.

795 N.W.2d 855 (2011)

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SCI Minnesota Funeral Services, Inc. v. Washburn-McReavy Funeral Corp.

Supreme Court of Minnesota
795 N.W.2d 855 (2011)

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Facts

In 2005, SCI Minnesota Funeral Services, Inc. (SCI) (plaintiff) sold Crystal Lake Cemetery Association (Crystal Lake), which consisted of three cemeteries, to Corinthian Enterprises, LLC (Corinthian) (plaintiff). SCI and Corinthian structured the sale as a stock transaction and entered into a stock sale agreement by which SCI sold all its shares of Crystal Lake to Corinthian for $1 million. The agreement allowed SCI to remove all assets that were not used for the cemetery business. SCI accordingly removed office supplies, such as computers. Neither party was aware that among Crystal Lake’s assets were two vacant lots that SCI had previously purchased and paid property taxes on. Corinthian thereafter entered a share purchase agreement with Washburn-McReavy Funeral Corporation (Washburn) (defendant), by which Corinthian transferred all its shares of Crystal Lake to Washburn for $1 million. Once the parties became aware that the transferred properties included the two vacant lots, SCI and Corinthian sought reformation or rescission of both the stock sale agreement and the share purchase agreement. The district court granted Washburn summary judgment. The court of appeals affirmed.

Rule of Law

Issue

Holding and Reasoning (Gildea, C.J.)

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