This case involves a company that purchased an international medical products and services business from a corporation. The company paid $47 million to purchase the business. The price was set according to the terms of a “Purchase Agreement” between the company and the corporation that was executed years previously. The corporation had prepared a final balance sheet that, when compared with the reference balance sheet, would have lowered the purchase price by $7 million. The purchase agreement allowed the company to prepare its own version of the final balance sheet, that showed a purchase price reduction of $24 million—over half of the entire purchase price. The company claimed that the corporation did not apply GAAP (Generally Accepted Accounting Principles) in preparing either the reference balance sheet or the corporation’s version of the final balance sheet. Even though the purchase agreement stated that disputes regarding the final balance sheet would be submitted to an independent accounting firm for final resolution, the corporation refused to do this. The corporation claimed that the failure to comply with GAAP constituted a breach of the GAAP representation that would make the claim subject to separate legal arbitration and limited to 25% of the purchasing price.