• Opportunity: Our client was a large national group of insurance companies. They purchased an Oklahoma-based third-party administrator and managing general agency for an amount that included a four-year earnout that could have made the total purchase price exceed $44 million. The third-party administrator was engaged in administering complex casualty and excess workers’ compensation claims. The managing general agency specialized in hard-to-place coverages as well as excess workers’ compensation. One of the selling shareholders brought an action against our client, claiming that the company had breached the stock purchase agreement and an employment agreement by interfering with the ability to meet the earnings targets that would support the $44 million payout. The claims included related tort claims for constructive discharge, tortious breach of contract, and breach of the duty of good faith.
  • Solution: After completion of discovery, we moved for summary judgment on behalf of our client.
  • Result: Shortly before trial, the U.S. District Court for the Western District of Oklahoma granted summary judgment finding in favor of our client’s interpretation of the contract documents and found that there was no legal basis for the other claims asserted.