Genmoora Corp. v. Moore Business Forms, Inc.

KING, Circuit Judge:

In this dispute over the sale of a chain of retail computer stores, the buyer agreed to pay $6 million in cash, deposit $1 million in an escrow account, and pay $2 million subsequent to the closing (the “Deferred Amount”). The payment of the Deferred Amount and the escrow account were subject to a price adjustment based on an audited financial statement to be prepared after the closing by Touche Ross & Co. (“Touche Ross”). Touche Ross never completed the audit, but the Touche Ross preliminary figures showed a purchase price adjustment far exceeding the Deferred Amount. For…