Cases & Deals

Com-Net Critical Communications, Inc. former shareholders win non-jury verdict in lawsuit over final purchase payment

Client(s) Steven Savor, as representative of the former shareholders of Com-Net Critical Communications, Inc.

In a post-closing adjustment dispute involving the design and construction of Florida's statewide first-responder radio communications system, Jones Day obtained a verdict of $125,751,232.88 plus costs for the representative of Com-Net Critical Communications' former shareholders against defendants Tyco Electronics Corporation, Inc., M/A-COM Tech Holdings, Inc., and M/A-Com, Inc.

The dispute arose out of a Stock Purchase Agreement ("SPA") and Guaranty in which defendants promised to make the final purchase payment following the completion of a separate contract with the State of Florida to build a statewide emergency radio system. Following the SPA closing, the defendants constructed the radio system but refused to pay the final $80 million dollars owed to the Com-Net former shareholders, claiming that the cost to complete the system justified a post-closing adjustment that exceeded the final payment. A breach of contract lawsuit was filed on behalf of the Com-Net former shareholders in the Court of Common Pleas of Allegheny County, Pennsylvania in 2006. The case transferred to Jones Day in 2012.

After a three-month bench trial with testimony from 29 witnesses (including experts), and deposition testimony from 14 others, the court concluded that defendants incurred project costs that were "not reasonable and necessary" and failed to use "all commercially reasonable efforts" to complete the system in a "diligent, timely, and efficient" manner. The verdict included the entire $80 million final SPA payment and over $45 million in pre-judgment interest, plus costs.

The Legal Intelligencer, a leading legal publication covering Pennsylvania legal matters, identified the matter as the largest verdict secured in Pennsylvania in 2015, outdistancing the second largest verdict by nearly $80 million, and ranked it number one in its "Top PA Verdicts of 2015."

Savor v. M/A-Com Tech Holdings, Inc., No. GD:06-8926 (Ct. C.P. Allegheny Cty., Pa.)