Chicago Bridge & Iron Company N v. Plaintiff Below, Appellant, v. Westinghouse Electric Company LLC and Wsw…

Summary

The Delaware Supreme Court held that the purchase agreement's True Up procedure was a narrow mechanism for adjusting the purchase price based on changes in the target's business between signing and closing, not a vehicle for challenging historical accounting practices represented to comply with GAAP. Allowing Westinghouse to raise those historical challenges through the True Up would nullify the agreement's Liability Bar and improperly expand the Independent Auditor's limited authority. The court reversed the Court of Chancery and directed entry of declaratory and injunctive relief for Chicago Bridge.