Matter of Kingsway Am. Inc. v. Zephyr Acquisition Co.

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 of section 2.4 (c) indicates that the intended Items of Dispute to be resolved expeditiously.