MIAMI, FL – The final numbers in a highly complex, multi-million dollar commercial transaction will be decided through litigation, not arbitration, the Third District Court of Appeal has ruled.
The unanimous decision of a three-judge panel, written by Judge Vance Salter, is a win for Waldman Barnett client Interamerican Medical Center (IMC) Group, the plaintiff and seller of a controlling interest in its 19 Florida medical centers and affiliates.
The May 1 decision vacates a stay, allowing the case to move forward to resolution before Miami-Dade Circuit Court Judge Beatrice Butchko allowing IMC can now pursue its claims based on the early case victories secured by Waldman, Barnett, P.L., which were immediately appealed. The defendant and buyer, Comvest Group, tried unsuccessfully to compel arbitration and slow down the case in Circuit Court and brought in a former appellate court judge to handle the appeal of certain significant victories secured by Waldman early in the case.
The parties agreed to value the business at issue through a net earnings multiplier commonly requiring a “post-closing adjustment.” Following the Feb. 1, 2017 closing, IMC and Comvest disagreed about the amount of the adjustment (all terms are confidential), resulting in Waldman Barnett filing the complaint on behalf of IMC. Led by co-managing partner Glen Waldman, with partner Michael Sayre on the team, IMC pursued the case in Circuit Court.
Arbitration generally is favored–but not this time, the Third District decided. Several terms in the purchase agreement point to an intention to opt for litigation over arbitration, even though the agreement called for a neutral accountant to review certain aspects of a potential dispute regarding any remaining amounts owed.
The appellate court has now paved the way for Waldman Barnett, P.L. to pursue the significant and substantiated sums owed to its client.