James Riv. Group Holdings, Ltd. v. Fleming Intermediate Holdings LLC
The case, James River Group Holdings, Ltd. v Fleming Intermediate Holdings LLC, addresses a dispute over a stock purchase agreement (SPA) for the sale of James River's reinsurance subsidiary, JRG Re, to Fleming. Fleming refused to close the transaction, citing alleged breaches related to JRG Re's reserves and liquidity, and demanded a $78 million concession. James River sought specific performance through a mandatory preliminary injunction, arguing that Fleming's claims were baseless and contrary to the SPA's terms, particularly a clause prohibiting challenges to reserves and outlining a post-closing price adjustment process. The Supreme Court, New York County, presided over by Justice Masley, granted James River's motion, finding a clear likelihood of success on the merits, established irreparable harm due to reputational damage and operational disruption, and a favorable balance of equities, compelling Fleming to close the deal within 10 days.