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Home / Opinion Digests / Contract / Contract – Affirmative Defense – Mutual Mistake – Reformation – Meeting of the Minds – Shared Customer List (access required)

Contract – Affirmative Defense – Mutual Mistake – Reformation – Meeting of the Minds – Shared Customer List (access required)

Pagidipati Enterprises v. Laboratory Corp. of America Holdings In their asset purchase agreement (APA), the parties agreed that the defendant-buyer would make “earnout payments” based on its income from the plaintiff-seller’s former customers, although only a percentage of the income from shared customers would be considered in the calculation. The buyer admits that the APA, as written, requires it to make the earnout payments; however, the buyer seeks reformation of the APA based on a mutual mistake.

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