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Kumiva Group, LLC v. Garda USA Inc., 1/12/17
April 20, 2017

An acquiror failed to establish non-speculative damages in a fraudulent inducement claim against the acquiree. The acquiror did not submit evidence establishing the acquiree’s actual value on the date of the execution of the merger agreement, and the negotiated price could not be substituted for evidence of the acquiree’s actual value on the relevant date for purposes of a damages calculation. The acquiror’s reliance on the alleged misrepresentation was not reasonable because the acquiree advised the acquiror that there were several start-up issues that caused some financial losses and potential lost business. The acquiror received several indications that the integration was not going as smoothly as anticipated or reported, and the acquiror’s due diligence firm warned that it was too early to assess the effectiveness of the integration plan. The lower court’s ruling was affirmed.