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

Summary

The Supreme Court of Delaware held that the Purchase Agreement's True Up provision 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 relitigating historical accounting practices. Because Westinghouse's proposed adjustments largely challenged pre-closing GAAP compliance and would circumvent the agreement's Liability Bar, those claims could not be submitted to the Independent Auditor. The court reversed the judgment on the pleadings and directed the Court of Chancery to enter declaratory and injunctive relief for Chicago Bridge.