The Delaware Court of Chancery on March 17, 2024, entered judgment in favor of SM Buyer LLC (Buyer),1 "reluctantly" confirming an arbitrator's determination that RMP Seller Holdings LLC (Seller) owed Buyer $87,427,170.51 – twice what Buyer paid for the company – in a post-closing purchase price adjustment.2 The surprising result hinged on a literal reading of the equity purchase agreement's (Agreement) terms, notwithstanding the "spirit" of the deal, and reflects Delaware courts' highly...