Todd Meyer v. Fifth Third Bank
Opinion
Trial Court Opinion
I. Background
A. Facts The following facts are drawn from Plaintiff’s Complaint (Dkt. 1-1). Plaintiff brings this action on behalf of the former stockholders (the “Sellers”) of Celtic Leasing Corporation (“Celtic”), formerly an equipment leasing company located in Irvine, California. Compl. ¶¶ 1, 3. In December 2012, the Sellers and MB Financial Bank, N.A. (“MB Financial”) entered into the Stock Purchase Agreement (“SPA”). Id. ¶ 5. Under the SPA, the Sellers agreed to sell their stock in Celtic to MB Financial for an initial base purchase price, plus additional payments defined as Contingent Purchase Price
CIVIL MINUTES – GENERAL
Case No. SA CV 19-1803-DOC-DFM Date: November 26, 2019 Page
Consideration (“CPPC”). Id. ¶ 6. These CPPC payments would be paid from December 2012 through December 2022. Id. To safeguard the future CPPC payments, the SPA contains several requirements—e.g., that the purchaser conduct an annual accounting, that the purchaser will not take intentional action to diminish the CPPC, and so on. Id. ¶¶ 8-11.
In March 2019, Defendant Fifth Third Bank (“Defendant”) acquired MB Financial, including MB Financial’s rights and obligations…