The Delaware Superior Court, in B&C Holdings, Inc. v. Temperatsure Holdings, LLC, et al., C.A. No. N19C-02-105-AML-CCLD, memo. op. (Del. Super. Apr. 22, 2020), finds that an email, from which a business buyer’s calculation of an earnout could be derived, qualified as a required statement setting forth the earnout amount, such that the amount became final and binding when not disputed.

Morris James discusses the decision in Delaware Superior Court Interprets Contractual Language Governing Earn-out Payment.