Textron Inc., Plaintiff-Below, Appellant v. Acument Global Technologies, Inc., Defendant-Below, Appellee

Summary

The court affirmed the judgment for Acument, holding that Textron was not entitled to reimbursement because Acument received no net tax benefit when the basis increase caused by payment of contingent liabilities was simultaneously offset by an equal basis decrease from Textron's indemnification. The court also held that the Superior Court's use of "deduction" did not improperly narrow the agreement because that term reflected the parties' shared understanding for the benefits at issue, while leaving other contractual refunds, credits, or reductions unaffected. The court applied de novo review to contract language and deferred to supported factual findings based on extrinsic evidence.