ripe for adjudication and that the Court should not give an advisory opinion on a hypothetical transaction. When this action was filed, the transactional documents were not in draft form and apparently even now are not in final form. However, the board's resolution authorizing the transaction had been adopted and the Term Sheet set forth the basic framework of the proposed transaction. The validity of the board action (or perhaps, more accurately, whether the supermajority shareholder approval was required) had been questioned. Thus, at that point, there existed a significant question of corporate governance (as opposed to a question seeking the judicial blessing of a complex commercial transaction as it evolved). To have waited until the transaction documents were all in final form (<HOLDING>) would have defeated the purposes of the
holding that admissions to be binding must be unequivocal  and anyway they may be disregarded in the interests of justice holding that appellants could have amended as of right after they received the motion to dismiss and prior to the trial courts decision holding that pleadings could not be amended where no evidence offered during trial was outside the issues in the original complaint holding defendants could not be guilty as parties when the state failed to show they knew the criminality of the conduct they assisted recognizing that they could be amended anyway