Acushnet Company v. Beam, Inc. (Lawyers Weekly No. 11-012-18)
NOTICE: All slip opinions and orders are subject to formal revision and are superseded by the advance sheets and bound volumes of the Official Reports. If you find a typographical error or other formal error, please notify the Reporter of Decisions, Supreme Judicial Court, John Adams Courthouse, 1 Pemberton Square, Suite 2500, Boston, MA, 02108-1750; (617) 557-1030; SJCReporter@sjc.state.ma.us 16-P-1611 Appeals Court ACUSHNET COMPANY vs. BEAM, INC.[1] No. 16-P-1611. Suffolk. September 14, 2017. – February 2, 2018. Present: Wolohojian, Agnes, & Wendlandt, JJ. Corporation, Sale of assets, Subsidiary. Contract, Construction of contract. Sale, Contract of sale, Of corporate property. Taxation, Accounts receivable. Practice, Civil, Summary judgment, Findings by judge. Civil action commenced in the Superior Court Department on March 27, 2012. The case was heard by Kenneth W. Salinger, J. Eric R. Breslin, of New Jersey (Sean S. Zabeneh, of Pennsylvania, & Bronwyn L. Roberts also present) for the plaintiff. Michael J. Tuteur (Michael Thompson also present) for the defendant. WOLOHOJIAN, J. At issue is the interpretation, under New York law, of a provision in the stock purchase agreement pursuant to which Beam, Inc. (Beam), sold its subsidiary, Acushnet Company (Acushnet).[2] More specifically, the parties disagree as to which of them is entitled to $ 16.62 million of value added tax (VAT) receivables carried on Acushnet’s balance sheet at the time of the closing. Beam took the amount as a postclosing setoff for its own benefit; in response, Acushnet brought this suit. On cross motions for summary judgment, a judge of the Superior Court determined that the contract provision was ambiguous. A jury-waived trial followed before a second judge, who found that the “apparent purpose of the parties” was to allow for the setoff. On appeal, Acushnet argues (1) that the motion judge erred, as a matter of law, when she concluded that the contract provision was ambiguous; and (2) that the trial judge’s interpretation of the contract was clearly erroneous. We affirm. Background. The following facts are either undisputed or taken from the trial judge’s findings of fact and supported by the record. In late 2010, Beam decided to sell Acushnet (a wholly-owned subsidiary engaged in the manufacture and distribution of golf products) by way of auction. The eventual winning bidder was a group led by FILA Korea, Ltd. (buyer group), and, after a period of negotiations, the parties formalized the deal in a stock purchase agreement (SPA), dated May 19, 2011.[3] A little over two months later, on July 29, 2011, the transaction closed, with the buyer group purchasing all of the stock in Acushnet for $ 1.225 billion, subject to certain postclosing […]