Hudson's Bay Company Luxembourg, v. JZ LLC and AGZ LLC
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IN THE SUPREME COURT OF THE STATE OF DELAWARE HUDSON S BAY COMPANY LUXEMBOURG, S.A.R.L., Plaintiff Below, Appellant, v. JZ LLC and AGZ LLC, Defendants Below, Appellees. § § § § § § § § § § § § No. 182, 2013 Court Below: Superior Court of the State of Delaware, in and for New Castle County C.A. No. N10C-12-107 Submitted: October 23, 2013 Decided: November 1, 2013 Before HOLLAND, BERGER, JACOBS and RIDGELY, Justices and NOBLE, Vice Chancellor,*constituting the Court en Banc. ORDER On consideration of the parties briefs and oral arguments, this Court affirms, in part, the Superior Court s judgment in favor of appellees, JZ LLC and AGZ LLC, on the basis of its March 11, 2013 Memorandum Opinion. Specifically, this Court affirms the trial court s reasoning and holding that unintentional and immaterial errors in appellant s financial statements do not constitute a breach of warranty or misrepresentation under the operative Securities Purchase Agreement. Having affirmed on the basis of the trial court s first holding, this Court does not reach the * Sitting by designation pursuant to art. IV, § 12 of the Delaware Constitution and Supreme Court Rules 2 and 4 (a) to fill up the quorum as required. alternative holding regarding damages. It appears to this Court that an issue concerning attorneys fees remains unresolved. Accordingly, we remand for the trial court s consideration of this issue. Jurisdiction is not retained. IT IS SO ORDERED. BY THE COURT: /s/ Carolyn Berger Justice 2
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