Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition Co., LLC

Summary

The Delaware Supreme Court reversed the Court of Chancery in a dispute between Chicago Bridge & Iron Company N.V. and Westinghouse Electric Company LLC and WSW Acquisition Co., LLC. The court held that the purchase agreement required the closing payment and closing statements to comply with GAAP and that the independent auditor’s authority extended to disputes concerning the objections statement and closing statement. The opinion was revised on June 28, 2017, to correct a mathematical error.

Holdings

1. The unambiguous language of the Purchase Agreement required the Closing Payment Statement and Closing Statement to be GAAP compliant.
2. The Independent Auditor's authority extended to all disputes related to the Objections Statement and Closing Statement.
3. Judgment on the pleadings was reviewed de novo and was not a proper basis for enforcing the narrower contract interpretation adopted below.

Questions Presented

1. Whether the purchase agreement unambiguously required the Closing Payment Statement and Closing Statement to comply with GAAP.
2. Whether the Independent Auditor's authority under the True Up process extended to all disputes relating to the Objections Statement and Closing Statement, including disputes concerning historical accounting practices.
3. Whether judgment on the pleadings was appropriate to enforce the asserted contract interpretation.

Disposition

reversed