The Loan Source Inc. and The 1993 Steven D. Kravitz Family Trust v. Newity LLC and Acap SME, LLC

Summary

The United States District Court for the District of Delaware denied Defendants’ motion in limine seeking to preclude extrinsic evidence concerning the interpretation of an OPEX Adjustment provision in an amendment to a stock purchase agreement. The Court held that, at this stage, it could not determine that the provision was sufficiently clear to warrant excluding all extrinsic evidence before trial.

Holdings

1. The court denied Defendants' motion in limine because it could not conclude at the pretrial stage that the contract provision was so clear as to warrant exclusion of all extrinsic evidence, and Defendants failed to identify the specific evidence they sought to bar.

Questions Presented

1. Whether the court should grant a motion in limine categorically precluding the use of extrinsic evidence to construe the OPEX Adjustment provision.
2. Whether the contract's alleged clarity and integration clause required the court to exclude extrinsic evidence before trial.

Disposition

other