The parties brought competing summary judgment motions regarding an Independent Auditor's report on Earn-Out Payments under a Share Purchase Agreement.
The Purchasers argued the auditor committed manifest errors and failed to follow instructions by deferring the choice of EBITDA calculation to the court.
The Superior Court of Justice found that the auditor materially departed from its mandate by failing to determine the EBITDA for the Second Earn-Out Period and directed the auditor to make that determination.
The court also found manifest errors in the auditor's treatment of Kits sales revenue and the starting point for related party sales adjustments, but dismissed challenges to the auditor's treatment of subcontractor costs.
The auditor's report was deemed not final and binding.
