On April 24, 2026, the Complex Commercial Litigation Division of the Delaware Superior Court denied the buyer’s motion to dismiss in Second Run, LLC f/k/a Webata, LLC v. 1WorldSync, Inc., C.A. No. N25C-08-068 KMM CCLD (Del. Super. Apr. 24, 2026). The decision draws a clean line between a calculation dispute that belongs with a contractually selected accounting firm and a contract interpretation dispute that stays in court.

Background

The dispute arises from an Asset Purchase Agreement dated March 7, 2023, under which 1WorldSync acquired most of the assets of Webata, an e-commerce software and services company, including Webata’s proprietary “REA products.” Rather than a single closing payment, the parties agreed to earn-out payments tied to growth in Annual Recurring Revenue associated with the REA products over baseline FY 2022 ARR, with the 2024 payment capped at $4,782,000. The APA defined ARR broadly as “the amount of predictable and recurring revenue components of recurring revenue streams” obtained by 1WorldSync with respect to the business. Section 2.9.3 provided an ADR mechanism for disputes “arising from the calculation of Deferred Consideration Payments,” culminating in referral to an independent accounting firm for a final and binding determination.

After 1WorldSync delivered its 2024 calculation, Webata contended that 1WorldSync had drastically reduced ARR by discounting revenue from REA products sold as subscription add-ons or freemium offerings — contrary, in Webata’s view, to the APA’s broad definition. 1WorldSync moved to dismiss, arguing the dispute was a calculation question delegated to the accounting firm.

Analysis

Judge Kathleen M. Miller first placed the ADR mechanism on the Delaware spectrum of binding alternative dispute resolution. Drawing on Archkey Intermediate Holdings, Penton Business Media Holdings, and Paul v. Rockpoint Group, the Court found the parties’ accountant true-up was an expert determination — not arbitration — with authority limited to the discrete factual disputes the parties had assigned to it.

The Court then rejected the view that any post-closing dispute can be reframed as a calculation question simply because it bears on the dollar figure of an earn-out. As 1WorldSync itself conceded, the dispute turns on “the definition and application of the term ‘ARR.'” Webata was not challenging arithmetic; it was challenging which categories of revenue count. Applying BitGo Holdings, the Court found the APA’s definition of ARR ambiguous — it “does not differentiate between types of sales, nor does it foreclose such differentiation” — and held that resolving that ambiguity was “a task well outside the Accounting Firm’s authority.”

Takeaway

I have previously discussed how Delaware courts approach contractual valuation procedures in Valuation Victory for Insurance Broker: Delaware Court Awards $416K in Partnership Dispute, and how the Court of Chancery has policed the line between exclusive remedy and investigation procedures in Court of Chancery Rules Fraud Claims Trigger Investigation Rights Under MIPA Indemnification Provisions. Second Run continues that theme. When parties bargain for a specialized dispute resolution channel, Delaware courts will hold them to its scope — but they will also enforce that scope’s limits.