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Kingsway Am. Inc. v. Zephyr Acquisition Co.

Supreme Court, Appellate Division, First Department, New York.
Mar 2, 2017
148 A.D.3d 429 (N.Y. App. Div. 2017)

Opinion

03-02-2017

In re KINGSWAY AMERICA INC., Petitioner–Appellant, v. ZEPHYR ACQUISITION COMPANY, Respondent–Respondent.

Ruberry, Stalmack & Garvey, LLC, New York (James M. Barton of counsel), for appellant. Sullivan & Worcester LLP, New York (George O. Richardson, III of counsel), for respondent.


Ruberry, Stalmack & Garvey, LLC, New York (James M. Barton of counsel), for appellant.

Sullivan & Worcester LLP, New York (George O. Richardson, III of counsel), for respondent.

Order and judgment (one paper), Supreme Court, New York County (Carol Edmead, J.), entered November 18, 2015, denying the petition and dismissing the special proceeding, unanimously affirmed, with costs.

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 Items of Dispute to be resolved expeditiously.

FRIEDMAN, J.P., ANDRIAS, FEINMAN, KAPNICK, GESMER, JJ., concur.


Summaries of

Kingsway Am. Inc. v. Zephyr Acquisition Co.

Supreme Court, Appellate Division, First Department, New York.
Mar 2, 2017
148 A.D.3d 429 (N.Y. App. Div. 2017)
Case details for

Kingsway Am. Inc. v. Zephyr Acquisition Co.

Case Details

Full title:In re KINGSWAY AMERICA INC., Petitioner–Appellant, v. ZEPHYR ACQUISITION…

Court:Supreme Court, Appellate Division, First Department, New York.

Date published: Mar 2, 2017

Citations

148 A.D.3d 429 (N.Y. App. Div. 2017)
2017 N.Y. Slip Op. 1640
47 N.Y.S.3d 710