MATTER OF KINGSWAY AMERICA INC. v. ZEPHYR ACQUISITION CO.

3319, 154035/15.

148 A.D.3d 429 (2017)

2017 NY Slip Op 01640

47 N.Y.S.3d 710

In the Matter of KINGSWAY AMERICA INC., Appellant, v. ZEPHYR ACQUISITION COMPANY, Respondent.

Appellate Division of the Supreme Court of New York, First Department.

Decided March 2, 2017.


Petitioner seeks to compel respondent to submit Items of Dispute (as that term is defined in the parties' 2009 share purchase agreement) to an independent accounting firm under section 2.4 (c) of the agreement. However, the record shows that the parties resolved the Items of Dispute in 2010, when petitioner did not dispute that the post-closing adjustment would be approximately $5.5 million. We note that the language of section 2.4 (c) indicates that the parties intended...

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