Aronberg Goldgehn Secures Favorable Earn-Out Ruling, Preserving More Than $2.3 Million for Client

11.19.25

Aronberg Goldgehn Member Ben Haskin successfully represented a longtime client in a complex post-acquisition earn-out dispute arising from the purchase of a Florida-based scrap metal business.

The buyer and seller agreed to a purchase price with a contingent second payment tied to the company’s financial performance after closing. As part of that calculation, the parties disputed whether rent payments made to a related real estate entity should be included as expenses for purposes of determining EBITDA and the resulting earn-out amount.

After extensive written submissions to an independent accountant — the dispute resolution process set forth in the asset purchase agreement — Haskin secured a ruling confirming that the related-party rent expenses were properly included in the EBITDA calculation. By affirming the client’s position, the ruling reduced the earn-out obligation and preserved more than $2.3 million for the client.

“This case came down to enforcing the negotiated terms of the asset purchase agreement,” said Haskin, co-chair of the firm’s Business Litigation practice group. “Earn-out provisions can create real tension in post-acquisition settings, and we were able to demonstrate why related party rent expenses belonged in the EBITDA calculation. We’re pleased to have protected our client’s financial interests and brought the matter to a favorable resolution.”

Aronberg Goldgehn’s business litigation team delivers strategic, results-driven representation in high-stakes commercial disputes. The team handles matters involving post-transaction issues, contract interpretation, corporate governance, shareholder actions and complex financial claims. They work closely with business leaders to protect their interests, mitigate risk and achieve efficient, favorable outcomes. Learn more about how the firm supports clients across the full spectrum of business litigation needs.