S'holder Representative Servs., LLC v. Airbus Ams., Inc.

OPINION BY SENIOR JUSTICE LAWRENCE L. KOONTZ, JR.

This case involves a contract dispute between the purchaser and the seller of a corporation pursuant to a corporate merger agreement. As pertinent here, the merger agreement provided for three different liability limitations ("damage caps") in the event of certain breaches by the seller. There is no dispute now that the seller breached a number of the requirements of the merger agreement. Those breaches all involved the seller's failure to use certain generally accepted accounting principles, as contemplated in the merger agreement, to…