In addressing several motions to dismiss, the Court narrowly interpreted an arbitration provision under New York law which gave an independent auditor the authority to arbitrate issues regarding post-closing purchase price adjustments. The Court found that the disputes regarding (1) the reimbursement of bonus and retention payments, (2) payment of cash left in deposits of the purchased corporation, and (3) whether the auditor could review the revised closing statement even though it was given the allotted time in the agreement, were all beyond the scope of the arbitration provision, and therefore for the Court to decide. The Court noted that it would not try to decide what the applicable amount for the purchase would be, since that fell within the arbitration clause. Finally, under Delaware law, the Court granted the plaintiff’s motion for a preliminary injunction enjoining arbitration until the resolution of the contractual claims before the Court.
