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Appeals court weighs fraud and contract claims over earn-out payments in software asset sale
Summary
The Appeals Court heard arguments over whether buyers were fraudulently induced into an earn-out arrangement in the sale of an email-archiving product and whether the asset purchase agreement's written terms bar those claims.
The Appeals Court heard argument in Peter Alex et al. v. Arcserve USA LLC and others over whether summary judgment properly disposed of fraud, breach of contract, and Chapter 93A claims tied to an asset purchase agreement (APA) for an email-archiving product and disputed earn-out payments.
Appellants' counsel Timothy Cutler said the buyers were induced to accept an earn-out structure (instead of an upfront payment) by oral and written representations that Arcserve had strong customer demand, a ready sales force, and financial strength to…
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