Court of Chancery Partially Vacates Expert Determination in Acquisition Purchase Price Adjustment Dispute

Northern Data AG v. Riot Platforms Inc., C.A. No. 2023-0650-LWW (Del. Ch. June 2, 2025)

This memorandum opinion resolved cross-motions for summary judgment regarding a purchase price adjustment dispute to be resolved by an accounting expert. Seller argued that the accounting expert improperly adhered to Generally Accepted Accounting Principles (GAAP) while disregarding Seller’s historical accounting practices, and that other disputed matters related to indemnity claims fell outside the accounting expert’s authority. The Court of Chancery granted partial summary judgment for Buyer, finding that GAAP took precedence over compliance with historical accounting practices, and granted partial summary judgment for Seller, finding that legal representation and warranty indemnity matters were outside the scope of the accounting expert’s authority.