Delve into the complexities of earnout disputes in mergers and acquisitions through the lens of the Barnard v. Marchex, Inc. case. Explore how earnouts, though crucial for aligning buyer-seller interests, can lead to litigation due to ambiguous terms and breaches…
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SELLER FAILS TO ENFORCE ACCOUNTING FIRM RESOLUTION IN EARNOUT DISPUTE
The Delaware federal district court held that the purchase agreement’s requirement to submit earnout dispute to an independent accounting firm did not foreclose resolution of the matter by the court because the agreement’s language was only for expert determination and…
Posted in arbitration vs expert determination, problems with earnouts Tagged with: arbitration clause, Bus Air LLC v. Woods Case, Business Deal Dispute, Clear Contract Language, Delaware Federal District Court, Earnout Calculation, expert determination, Independent Accounting Firm, M&A Dispute Resolution, Purchase Agreement Drafting
Typo Leads to Legal Dispute: Stock Seller Sues Buyer for Tax Refund for Target’s Pre-Closing Operations
Explore a legal case where a simple typo in an acquisition agreement led to a complex dispute. Learn about the conflict, the legal arguments, and the court’s decision in Heritage Handoff Holdings, LLC v. Fontanella. July 10, 2020 Introduction: Acquisition…
Posted in allocation of preclosing taxes refunds and credits, stock purchase agreement, typo or scriverner's error Tagged with: Acquisition Documents, Delaware Federal District Court, Heritage Handoff Holdings, legal case analysis, Legal dispute, legal practitioner insights, LLC v. Fontanella, M&A legal blog, mistake in contract, payment discrepancy, pre-closing operations, stock purchase agreement, Summary judgment, tax refund
Earnout Dispute: Lessons for Business Sellers
Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements…
Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: business seller lessons, Delaware Federal District Court, dispute resolution, Earnout Calculation, earnout statements, economic loss doctrine, environmental management services, fraud claims, M&A earnout dispute, Richie v. Hillstone Environmental Partners, Texas seller
Court Awards Seller $441K in Preclosing Tax Refunds Dispute
Learn from a recent M&A case about the costly consequences of a critical typo in stock purchase agreements, as a court rectifies the error and awards the seller $441,000 in pre-closing tax refunds. Explore the importance of precise language in…
Posted in purchase agreement Tagged with: Buyer-seller agreement, Clear language in agreements, Court decision in M&A dispute, court reformation of contract, Delaware Federal District Court, Heritage Handoff Holdings LLC v Fontanella, Legal battle outcome, M&A case study, M&A legal blog, Meticulous proofreading, mutual mistake, preclosing tax refunds, proration of taxes, Seller's rights in M&A, Stock purchase agreements, Tax refunds dispute, Tax refunds in M&A deals, Typo in agreements
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