*148DISSENTING OPINION

I dissent. In my view, the chancellor’s adjudication was based on a proper construction of the contract as providing for offsets against the purchase price to the extent of the overstatement of the net worth of Hilco in the balance sheet dated December 31, 1964, as demonstrated by the failure of specified assets, upon their liquidation, to realize cash in an agreed amount. I would vacate the decree of the court en banc and reinstate the decree of the chancellor.

OPINION OF THE COURT

Decree affirmed. Appellant to bear costs.