Disputes that grow out of deals
Disputes arising from transactions take many forms, including purchase price adjustments, earnout calculations, indemnification claims, failed closings, financing commitments, licensing terms, and joint venture exits. Some are pure contract disputes, while others add claims of fraud or misrepresentation. Agreements often limit what can be claimed outside the contract, for example through clauses stating that a party did not rely on statements beyond the written agreement. A New York court will usually dismiss a fraud claim that merely restates a contract claim, so the theory has to be chosen with care. Working out which claims the agreement leaves open is a central early task.
The contract often picks the forum
Many deal agreements route certain disputes to a specific process. Disagreements over closing statements are frequently sent to an independent accountant rather than a court, and the limits of that accountant's authority can become a dispute of their own. Other provisions call for arbitration, name a court and governing law, or require written notice within a set period before a claim can proceed. Missing a notice deadline or filing in the wrong place can cost leverage and time. Collect the full agreement with its schedules and side documents, the drafts showing how key terms were negotiated, and the correspondence about the disputed issue.
First moves in a deal dispute
Early on, we look at whether the agreement's own mechanisms can resolve the dispute, whether escrow or holdback funds are available, and what each side gains from delay. Business relationships sometimes continue after a transaction, and that affects tone and strategy. If litigation or arbitration is likely, preservation of documents and messages should begin right away. If a public company was a party, securities law claims and disclosure obligations may also come into play. From the agreement and the facts of the dispute, we lay out the procedural path the contract requires and the options outside it.
