Lawsuit Filed Against Genstar Capital By Former CEO Alleges Fraud And Breach Of Contract For Failure To Pay Earnout As Allegedly Promised In Merger Agreement

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Genstar Capital is a defendant in a lawsuit that alleges fraud and breach of contract, filed by former CEO of BidClerk.

Michael Gaynor, the former CEO of BidClerk, Inc., filed suit in Delaware Chancery Court seeking damages for breach of contract, fraudulent inducement and other related relief against Genstar Capital Partners on May 4, 2016. The suit relates to a Merger Agreement that closed in October of 2014. In the Merger, Genstar acquired iSqFt (now known as “Construct Connect”) and BidClerk -- information companies that acquire, package and sell data to those in the construction industry, including contractors, subcontractors, and building product manufacturers.

The suit alleges that as part of the Merger agreement, BidClerk agreed to accept reduced base merger consideration, in exchange for an “earnout” to be paid post-closing after the surviving entity hit certain promised EBITDA targets. The suit further alleges that in order to induce the former shareholders to accept the earnout, Genstar promised to enact a series of cost saving measures and synergies in the surviving entity.    The suit names David Conway, the former CEO of iSqFt, as a Defendant.

Genstar filed a motion for “confidential treatment” – asking the Chancery Court to redact large portions of Gaynor’s complaint and entire exhibits. Following an opposition to the motion from Gaynor’s attorneys, Genstar proposed more limited redactions which the parties agreed to.

For more information:
Gaynor v. iSqFt sub, Inc, Genstar Capital Partners and David W. Conway, CA 12297 – VCS (Delaware Court of Chancery)

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Katy Frank

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