Greenberg Freeman prevails in virtual trial.

Greenberg Freeman earned a hard-fought victory for its client XpresSpa Group, a publicly-traded health and wellness company, following a virtual bench trial in the U.S. District Court for the Southern District of New York before the Hon. Valerie Caproni.

Plaintiffs, who sold their company to XpresSpa pursuant to a contract that contained an earn-out provision, alleged that XpresSpa had breached the terms of the contract by not making payments that were due if certain gross revenue thresholds were reached after the sale of the company. Although the district judge was able to resolve several of the parties’ claims and defenses on summary judgment, the court ruled that an ambiguity in the contract precluded resolution of one of the plaintiffs’ claims, and that a trial was required to determine the parties’ intentions when the contract was signed.

The odds were stacked against XpresSpa at the start of the trial, given the court’s observation in its decision on summary judgment that, “although [XpresSpa’s] interpretation [of the contract] is plausible, it has . . . some notable weaknesses.” Through effective advocacy, however, Greenberg Freeman was able to convince the court at trial that XpresSpa’s interpretation of the contract was actually consistent with the parties’ understanding and expectations at the time the contract was signed, leading the court to hold that plaintiffs had failed to meet the conditions necessary to earn the payment that was the subject of their remaining claim. Accordingly, the court ruled in XpresSpa’s favor and dismissed the claim.

Michael Freeman was the lead counsel representing XpresSpa Group.