Global Baristas LLC v. TC Global Inc.

MEMORANDUM

Global Baristas, LLC (“Buyer”) appeals the district court’s order affirming the bankruptcy court’s grant of partial summary judgment in favor of debtor TC Global, Inc. (“Seller”). The bankruptcy court held that Buyer had breached a provision of an asset purchase agreement between it and Seller, which provided for certain post-closing adjustments to the purchase price.

The district court did not err by affirming the bankruptcy court’s grant of partial summary judgment to Seller on the breach of contract claim. The contract unambiguously required Buyer to make specific adjustments to the purchase price following closing. These were not items left to Buyer’s discretion, but mandatory obligations: “Buyer shall” deliver its proposed adjustments within thirty days, and “the [purchase [pjrice shall be adjusted” upward/downward based on various factors set forth in great detail in the agreement. The use of the phrase “if any” before the defined term “Buyer Adjustment Amounts” in the contract clearly refers only to the theoretical possibility that there could be an adjustment of $0 because many of the adjustment provisions used pre-closing ballpark estimates that would not…