The Delaware Court of Chancery, in Schneider National Carriers, Inc. v. Raymond J. Kuntz, C.A. No. 2017-0711-PAF, memo. op. (Del. Ch. July 16, 2020), found that parol evidence failed to resolve ambiguity in a contract provision governing post-closing obligations of a business acquirer relating to seller’s entitlement to earn out payments.
Tulane Law’s Professor Ann Lipton discusses the decision in Okay, So They’re Not Quite Raffles v. Wichelhaus.
Morris James discusses the decision in Chancery Orders Trial to Determine Meaning of Ambiguous Post-Closing Covenants in a Stock Purchase Agreement.