Background: In June 2012, Horizon invested approximately $7,000,000 in GeoTility, acquiring a 56% majority shareholder interest. By 2018, the parties negotiated Horizon's exit from GeoTility, resulting in an agreement where GeoTility would repurchase Horizon’s shares for $6,686,407, with a $1,000,000 balance of sale payment contingent on GeoTility’s "cash on the balance sheet" reaching a specified threshold.

Legal Arguments/Issues:

• Contractual Interpretation: The central issue was the interpretation of "cash on the balance sheet" in the share repurchase agreement. Horizon argued it referred to gross cash, while GeoTility contended it meant net cash after deducting bank indebtedness.
• Summary Trial: Both parties agreed the case was suitable for summary trial under Rule 9-7 of the Supreme Court Civil Rules.
• Evidence Admissibility: GeoTility objected to portions of Horizon’s expert and lay evidence, but the court considered relevant expert testimony on accounting principles and balance sheet interpretation.
• Commercial Reasonableness: The court examined whether either party's interpretation was commercially unreasonable, ultimately finding Horizon's interpretation to be correct and commercially reasonable.
• Acceleration Clause: GeoTility argued that the acceleration clause was a penalty, but the court found it to be valid and enforceable.

Judgment: The court ruled in favor of Horizon, awarding $1,000,000 plus interest and costs on the ordinary scale, concluding GeoTility breached the agreement by not making balance of sale payments in 2018 and 2019.