Koch Business Holdings, LLC v. Amoco Pipeline Holding Co.

TJOFLAT, Circuit Judge:

Amoco Pipeline Holding Company (“Amoco”) and Koch Business Holdings (“Koch”) entered into a purchase agreement, pursuant to which Koch agreed to pay Amoco $295 million as a base payment for Amoco’s shares in a corporation. Koch also agreed to pay an extra $5 million subsequent to closing upon the occurrence of specified conditions. After closing, Koch took the position that the conditions had not been fulfilled and refused to pay the $5 million. Amoco maintained that the conditions had been fulfilled and demanded payment. Koch sought to resolve the contractual dispute…