Thompson Street Capital Partners IV, L.P., in its Capacity as Members' Representative v. Sonova United States Hearing Instruments, LLC, 340 A.3d 1151

Sonova United States Hearing Instruments (Sonova) acquired certain audiology practices from Alpaca Group Holdings, LLC, with Thompson Street Capital Partners IV, L.P. (Thompson) serving as Members’ Representative for Alpaca’s former members.
The parties entered into a Merger Agreement and an Escrow Agreement, creating an Indemnity Escrow Fund as Sonova’s sole recovery source for indemnification claims.
The Merger Agreement required Sonova to provide a timely, specific claim notice, with all available material written evidence, as a condition precedent to indemnification.
Sonova submitted a claim notice just before the escrow expiration, alleging improper billing but without attaching supporting documentation.
Thompson contested the adequacy of Sonova’s notice, seeking release of the escrowed funds, and filed suit; the Court of Chancery dismissed Thompson’s claims, leading to this appeal.
The Delaware Supreme Court reviewed whether the notice requirements in the integrated agreements were conditions precedent and whether noncompliance could be excused to avoid a disproportionate forfeiture.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Which contract’s notice provisions govern release of escrow funds?	Merger Agreement controls, not Escrow Agreement.	Escrow Agreement’s notice controls for fund release.	Merger and Escrow Agreements are integrated; Merger Agreement specificity governs.
Whether Section 9.3.2’s notice requirements are conditions precedent.	Yes—they are express conditions precedent with forfeiture consequence.	No—they are not conditions precedent, and no express forfeiture stated.	Section 9.3.2 is an unambiguous condition precedent with forfeiture risk for noncompliance.
Standard for excusing noncompliance with condition precedent.	N/A (Plaintiff argues no excusal for noncompliance).	Noncompliance excused if not material/disproportionate forfeiture.	Law abhors forfeiture; noncompliance excusable if requirements not material/disproportionate.
Whether Sonova’s notice complied with specificity/timing requirements.	Did not comply: lacked material evidentiary attachments, not timely.	Complied: all available info given, evidence unavailable, timely enough.	Reasonably conceivable that requirements not met; record must be developed further.

No official reporter citations provided in this opinion; key cases featured in the analysis, but only with Westlaw or similar citations.