The plaintiffs claimed Alere had made oral assurances contradicting the written terms and had retaliated by withholding payments. The court rejected both arguments. Sophisticated parties cannot reasonably rely on oral statements that override a detailed written agreement, and the plaintiffs' bad faith allegations lacked admissible evidence. The court treated Chapter 93A as derivative of the underlying contract claims and found no independent basis for relief.
Earnout disputes are common in M&A transactions, where additional payments are tied to post-closing performance metrics to bridge valuation gaps. This decision reinforces that courts will enforce the negotiated terms as written and will not expand Chapter 93A liability to cover ordinary contract disputes between sophisticated parties. Acquirers should note the court's skepticism toward "bootstrapped" unfair trade practices claims and its refusal to impose good faith management obligations beyond what the parties explicitly agreed to in writing.