S'holder Representative Servs., LLC v. Airbus Ams., Inc., 791 S.E.2d 724

Airbus acquired Metron Holdings (and its subsidiary Metron Aviation) in a merger with a $75 million base price subject to a pre-closing Consideration Spreadsheet and GAAP-based financial warranties.
Metron warranted compliance with GAAP and that its financial statements disclosed all liabilities; an escrow of $5.8 million was established to secure indemnity for breaches, with additional caps: $15 million for special/fundamental reps and ~ $55 million (100% merger consideration) for other breaches.
Post-closing Airbus audited Metron Aviation and found Metron had not applied GAAP to an ASA contract, understating liabilities and causing the Consideration Spreadsheet to be inaccurate; Airbus sought indemnity of roughly $18 million.
At trial the court found Metron breached GAAP-related warranties and awarded Airbus $9,414,700 (including the full escrow) plus attorney’s fees of ~$3.86 million; SRS/former stockholders appealed, arguing damages were capped at the $5.8 million escrow.
The Virginia Supreme Court considered whether the escrow cap (Section 9.2(c)(iii)(A)) limited all GAAP-related damages, even those asserted as inaccuracies in the Consideration Spreadsheet (Section 9.2(b)(iv)).

Issue	Airbus' Argument	SRS' Argument	Held
Whether damages for inaccuracies in the Consideration Spreadsheet are subject to the $5.8M escrow cap or the larger merger-consideration cap	The Consideration-Spreadsheet indemnity is governed by subsection (C); subsections (A) and (B) don’t apply to 9.2(b)(iv), so Airbus may recover above escrow; remedies are cumulative	All damages here arose from breaches of GAAP representations/warranties, which fall squarely under subsection (A) and thus are capped at the $5.8M escrow	Court reversed: all GAAP-based breaches were capped by the $5.8M escrow; Airbus may recover only that amount

City of Chesapeake v. Dominion Security Plus Self Storage, L.L.C., 291 Va. 327 (procedural rule on dispositive assignments of error)
Scialdone v. Commonwealth, 279 Va. 422 (contemporaneous objection/preservation rules)
Weidman v. Babcock, 241 Va. 40 (preservation of error)
Hechler Chevrolet, Inc. v. General Motors Corp., 230 Va. 396 (preservation and timely objection)
Majorana v. Crown Cent. Petroleum Corp., 260 Va. 521 (post-trial motions can preserve legal issues)
Luckett v. Jennings, 246 Va. 303 (timely objection principles)
Temple v. Mary Washington Hosp., 288 Va. 134 (court speaks only through written orders)
Standard Banner Coal Corp. v. Rapoca Energy Co., 265 Va. 320 (contract interpretation: plain meaning; avoid rendering terms meaningless)
Estate of Osborn v. Kemp, 991 A.2d 1153 (Del.) (do not interpret contract to render provisions illusory)
Sonitrol Holding Co. v. Marceau Investissements, 607 A.2d 1177 (Del.) (contracts should not be read to render provisions meaningless)