United States First Circuit

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Mercury Systems, Inc. v. Shareholder Representative Servs., LLC, 14-2156

In a dispute arising out of a merger agreement in which one party agreed to indemnify the other against a purely hypothetical tax loss, involving the issue of whether the prepayments and credits, and resulting tax refunds, affect the tax indemnification obligation of the sellers, the District Court's judgment in favor of sellers is vacated and remanded for further proceedings where; 1) the indemnification provision is ambiguous as to how the tax refunds affect the indemnification obligation of the sellers; and 2) the parties' arguments about the purpose and negotiating history of the provision cannot be resolved without the aid of a fact-finder.

Appellate Information

  • Decided
  • Published 2016/04/26




  • United States First Circuit


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