concurring in part, dissenting in part.
I agree with and, therefore, concur in, the majority’s articulation of the three elements that a party must prove to reform a written agreement and that clear and convincing evidence of each of those elements must be proved at trial in order to reform an unambiguously worded written agreement.
I further agree with the majority’s conclusion that the Vice Chancellor correctly considered the Appellee’s motion for summary judgment in light of the Appellants’ burden of establishing its case by clear and convincing evidence at trial.
To the extent the majority’s holding encompasses the latter two issues, I concur.
The majority opinion ultimately holds, however, that “the trial court erred in granting summary judgment.”53 I cannot agree that the record reveals a triable issue of material fact in regard to the elements necessary to establish mutual mistake, as urged by the Appellants, or “unilateral mistake coupled with knowing silence”54 as analyzed by the majority. Therefore, I must respectfully dissent.
In my view, the Vice Chancellor correctly concluded that the evidence ultimately fails to establish either Apollo’s complicity in an earlier agreement that is inconsistent with the written contract Cerberus seeks to reform or that Apollo either was a party to a mutual mistake or remained silent with knowledge of MTI’s unilateral mistake.
The clear and convincing standard for reformation is a product of the necessary assumption that an unambiguous written agreement is valid on its face and accurately reflects the intentions of the parties. To this end, an agreement will only be set aside when there is no serious doubt that one party has unfairly procured its execution or that the parties informally made a specific agreement and that the process of finalizing the formal terms failed to conform them to those of the original agreement.55 The record supporting the Vice Chancellor’s ruling granting the summary judgment motion from which Cerberus appeals cannot, in my view, be interpreted to raise any genuine issue of material fact in dispute that, if proved, would raise any serious doubt that the contract adequately reflected the agreed upon terms.
I am unable to agree that a rational fact-finder could conclude that the evidence both clearly and convincingly demonstrates that Apollo and MTI reached a final agreement allowing MTI’s shareholders to retain the options and warrants proceeds before the parties signed the integrated merger agreement which provided that MTI would retain those proceeds. The majority’s opinion, as I read it, rests on the theory that Harris’ handwritten reply to a list of conditions MTI considered important to the furtherance of merger negotiations created an inference that Apollo believed the final agreement would include a $65 million payment for MTI with MTI’s shareholder’s retaining the existing warrant and option proceeds. In Hob Tea Room, Inc. v. Miller, we held that reformation is improper unless there *1157was a clear understanding between the parties with which the formal contract conflicts.56 At best, Harris’ hastily written reply can be considered ambiguous. The majority suggests that the Vice Chancellor could have rationally concluded that clear and convincing evidence of a earlier agreement existed by noting the absence of any evidence that this “term” was eliminated in the negotiation process. However, I cannot follow this reasoning. The absence of negotiations eliminating the “term” can only be relevant if one assumes that Harris’ three-word reply amounted to a final agreement on the disposition of the options and warrants proceeds. The lack of negotiation on this discrete point may serve to bolster MTI’s contention that it subjectively believed that such an agreement existed and that the negotiated terms of the merger were contrary to those ultimately included in the written merger agreement. However, that circumstance cannot meet the threshold of clear and convincing evidence that the parties preliminarily reached an actual, mutual meeting of the minds on this issue before their sophisticated representatives and experienced counsel reduced the complete understanding of the parties to writing.
The remainder of the majority’s reasoning in support of the existence of an agreement is not based upon any affirmative evidence, but on the failure of Apollo to present persuasive evidence to the contrary. In Burkhart v. Davies,57 we adopted the general standard set out by the United States Supreme Court in Celotex Corp. v. Catrett58 that places the burden squarely on the shoulders of the plaintiff to establish, at the summary judgment stage, the existence of sufficient evidence to create a genuine issue of material fact in dispute concerning those elements essential to that party’s case. To this end, the moving party does not have the burden of producing evidence to show the absence of a material fact in dispute.59 The majority’s assertion that Apollo bears a responsibility to rebut affirmatively Cerberus’ allegation that a possibility exists that clear and convincing evidence might be developed at trial stands in stark contrast to the Celotex standard this court has adopted.60 A proper application of this standard leads to the conclusion that Cerberus can only support its contention that an initial mutual meeting of the minds existed by referencing Harris’ three-word reply to MTI’s November 26, 1997 memorandum. I find it difficult to accept the majority’s holding that the Vice Chancellor could infer from this solitary notation that the record contained clear and convincing evidence that would instill “an abiding conviction that the truth of the factual contentions are highly probable”61 that an initial agreement had been reached on the allocation of the options and warrants contrary *1158to the terms of the written merger agreement.
Moreover, I find no evidence in the record that supports the majority’s position that a fact-finder could rationally conclude that it was highly likely that Apollo either shared MTI’s mistake concerning the warrants and options provision, or that it knew of MTI’s misinterpretation of the agreement and knowingly remained silent. The majority tacitly admits that the swift notice Apollo provided MTI that it intended to pay the shareholders only the $58 million reflected in the merger agreement precludes a finding of a mutual mistake. Therefore, the majority conclusion necessarily hinges on record evidence that Apollo had both knowledge of MTI’s misunderstanding of the agreement and that it chose to remain silent in order to reap the resulting advantage. The only record evidence to support this claim, relied upon by the majority in its decision, is limited to the existence of certain of Apollo’s internal documents that indicate a potential purchase price of $65 million. Citing these, the majority found that “a rational fact-finder could question that Apollo did not know that MTI expected $6 million more than Apollo in a transaction worth only $60 million.”62 However, the record evidence before the Vice Chancellor is entirely consistent with the buyer paying an amount based on the option/warrant proceeds going to MTI, exactly as the merger agreement recites. Indeed, the issue is not the purchase price, but the disposition of certain of the purchased assets, namely the options and warrants proceeds, following the conclusion of the agreement. Cerberus also fails to point to any evidence tying the presence of this figure in Apollo’s internal notations to Apollo’s knowledge of MTI’s subjective belief or to the existence of the alleged previous agreement, despite the fact that, as noted supra, Cerberus bears the burden of placing sufficient evidence in the record to create a genuine issue of material fact in dispute in order to overcome a motion for summary judgment. Given the dearth of evidence imputing actual knowledge to Apollo, the inference that the majority suggests a rational fact-finder could make from these documents amounts to little more than sheer speculation, much less the requisite clear and convincing evidence. Indeed, the majority surprisingly concludes that the fact-finder “could question” Apollo’s knowledge, not that a fact-finder could find it highly likely that Apollo knew of MTI’s expectations or belief in a contrary agreement, which is the substantive standard required.
Furthermore, I frankly do not follow the issue of credibility raised by the majority. Much of the majority’s argument rests on the notion that summary judgment was inappropriate in this instance because issues of credibility remained to be resolved. I agree that when credibility is at issue it is a matter best resolved at trial, but that point is not relevant here. I must respectfully disagree with the majority’s assertion that the Vice Chancellor was forced to evaluate the credibility of the witnesses in this case to render his decision. Rather, I interpret his ruling to be one in which, after properly accepting the veracity of those statements supportive of MTI’s position and giving Cerberus the benefit of all reasonable inferences, the Vice Chancellor still found the evidence supporting the elements for reformation to be unclear and unconvincing.
In my view, the majority opinion fails to give adequate consideration to the fundamental fact that the merger agreement had been negotiated by two highly sophisticated parties and their equally sophisti*1159cated attorney representatives. Indeed, the very purpose of the enhanced burden that accompanies a reformation claim is to bolster the presumption that the best evidence of the intent of the parties is not extrinsic, but is the written instrument itself. I agree with the application of the Liberty Lobby rule requiring a party to meet this heightened standard at the summary judgment stage because it serves to protect both the integrity of the agreement and its swift implementation from those seeking to recoup in the courts that which they could not achieve in negotiation. The Vice Chancellor rightly recognized that the scant evidence of either a mutual meeting of the minds or an unilateral mistake by MTI compounded by Apollo’s silence was insufficiently compelling in the face of the integrated document to support reformation, even when he gave the evidence in favor of the non-moving party, Cerberus, both the presumption of credibility and the benefit of all reasonable inferences.
The principal purpose of our summary judgment rule is to “isolate and dispose of’ factually unsupported claims and defenses.63 Although the majority’s citation to Liberty Lobby pays lip-service to the importance of the rule, a willingness to allow claims grounded in little more than pure speculation to proceed to trial tends to marginalize summary judgment’s usefulness. As the United States Supreme Court has properly noted, summary judgment should not be regarded as a disfavored procedural shortcut. Instead, it is an integral part of the rules of civil procedure that is designed “to secure the just, speedy, and inexpensive determination of every action.”64 It is not only appropriate under the rule, but good public policy to give the Court of Chancery the flexibility to prevent factually insufficient claims from going to trial and unnecessarily consuming our scarce public resources.65
Although I appreciate and respect the desire of the majority to ensure that our courts give due regard to the rights and claims of those seeking redress in the judicial system, their good intentions are misplaced in this instance. One of the fundamental purposes of our Court of Chancery is to either craft or deny equitable relief based on the substance of the cases before it. The summary judgment rule aids in this purpose by allowing a trial court to “pierce the pleadings and assess the proof in order to see whether there is a genuine issue for trial.”66 The majority’s suggestion that the Vice Chancellor should have regarded such highly speculative evidence to be sufficient to allow Cerberus to defeat Apollo’s motion for summary judgment undermines the very purpose of the Liberty Lobby rule, which is to secure a just result while precluding the expensive prosecution of claims that are based on facts clearly inadequate to meet the substantive burden of proof. By so doing, the ability of the Court of Chancery to employ the broad scope of summary judgment in an effort to promote the important interest the courts, the public, and the parties maintain in the efficient administration of justice may be regrettably called into question. Accordingly, I must dissent from the majority’s holding in this case.
. Supra p. 1143.
. Id.
. Hob Tea Room, Inc. v. Miller, 89 A.2d 851, 856-57 (Del.Supr.1952); see also Colvocoresses v. W.S. Wasserman Co., 28 A.2d 588, 591 (Del.Ch.1942).
. 89 A.2d at 857.
. 602 A.2d 56 (Del.Supr.1991), cert. denied, 504 U.S. 912, 112 S.Ct. 1946, 118 L.Ed.2d 551 (1992).
. 477 U.S. 317, 322-23, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986).
. Id. at 325, 106 S.Ct. 2548.
. In fact, Appellants' counsel made it clear at oral argument that the full record that could be produced had been for summary judgment. Hence, the majority’s reliance on the need to assess the "credibility” of the witnesses at trial. I have serious doubt that the resolution of any issue about what these sophisticated parties knew or did not know about the other’s position before entering into a formal written agreement could be resolved by an assessment of their representatives’ physical appearance as they testified live to the evidence recited in their affidavits.
. In re Rowe, 566 A.2d 1001, 1006 (Del.Jud.1989) (citations omitted).
. Supra p. 1155.
. Celotex, 477 U.S. at 323-24, 106 S.Ct. 2548.
. Id. at 327, 106 S.Ct. 2548 (citations omitted).
. Id.
. Fed R. Civ. P. 56(e), advisory committee’s note (1963).