Viacom International Inc., and Counterclaim Below v. Walter A. Winshall

Summary

The Supreme Court of Delaware affirmed the Court of Chancery’s confirmation of an earn-out determination made by resolution accountants. It held that refusing to consider an inventory write-down not included in the parties’ original submissions was not misconduct warranting vacatur under the Federal Arbitration Act. It also held that determining which information was properly submitted for calculating the earn-out was a procedural-arbitrability question for the arbitrator, not a gateway issue for the court.