William E. Taverner v. Amcor Sunclipse North America fka Sunclipse Inc.
Published: Jul. 15, 2000 | Result Date: Mar. 6, 2000 | Filing Date: Jan. 1, 1900 |Case number: 72Y1800141298 Arbitration – $846,677
Court
American Arbitration Association
Attorneys
Plaintiff
Defendant
Experts
Plaintiff
David Blankenstein
(technical)
Michael J. Wallace
(technical)
Defendant
Patrick F. Kennedy
(technical)
Facts
William E. Taverner and Robert A. Browne were the sole shareholders of Taverner & Browne (T&B), which was
in the business of selling shrink wrap film, equipment and related materials.
On Jan. 2, 1999, Amcor Sunclipse North America (Sunclipse), the North American subsidiary of a large
Australian corporation, purchased all of the outstanding shares of T&B for cash and Promissory Notes payable
over the next four years. The total purchase prices was $2.5 million, of which Taverner was to receive $1.5
million and Browne was to receive $1 million.
Prior to the closing, Sunclipse had access to all of the books and records of T&B and conducted a due diligence
investigation of T&B. Subsequently, Sunclipse paid some portion of TavernerÆs note and some interest, but
offset the balance due to Taverner under the notes on account of alleged breaches of certain representations and
warranties in the Stock Purchase Agreement.
Those representations and warranties involved the net worth of T&B at closing adverse material changes in the
business relationship with T&BÆs customers and suppliers and adverse material affects on T&BÆs business,
generally.
Taverner filed his American Arbitration Association Statement of Claim on Dec. 23, 1998, alleging breach of
the Stock Purchase Agreement, and monies due under the promissory notes.
Sunclipse counterclaimed on Feb. 12, 1999, claiming additional offsets and damages in excess of $800,000 as
a result of alleged breaches of the Representations and Warranties.
Settlement Discussions
During the arbitration hearing, Sunclipse offered Taverner $550,000, which was rejected. No counteroffer was made.
Other Information
The case was arbitrated by Fred G. Bennett of Quinn, Emmanuel, Urquhart, Oliver & Hedges, Richard Chernick and June R. Lehrman.
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