Monte L. Mann and John B. Haarlow secured a complete defense victory concerning all allegations made against their clients in a private arbitration concerning an "earnout" dispute.

After a five day trial, the arbitrator issued a 35 page opinion, ruled in favor of Novack and Macey's clients on all claims and cleared them of all of the seller's allegations of wrongdoing concerning the operation of a software and consulting business they acquired from the seller. Corporate merger and acquisitions agreements often make payments to the seller contingent on post-closing performance, and these earnout provisions serve a valuable purpose by allowing buyers and sellers to share in the risks and rewards of future performance. However, the high stakes involved in earnouts, the disappointment where hoped for performance does not materialize, and frequent use of ambiguous language make earnout disputes a regular occurrence.