The Delaware Court of Chancery has ruled in favor of Dometic Corp., finding that the company did not breach the agreement underlying its acquisition of cooler manufacturer Igloo, and declined to award ACON Igloo Holdings, LLC, any damages, let alone the $127 million sought by ACON at trial.

The dispute arose from Dometic’s October 2021 acquisition of Igloo from private equity firm ACON Investments and events that occurred during the post-closing earnout period.

ACON alleged that Dometic breached ordinary course and no-avoidance covenants of the underlying stock purchase agreement, thereby causing Igloo to miss the financial target that would trigger an earnout payment to ACON. The case went to trial in March 2026, post-trial argument was held in June, and on Sept. 30, the Court ruled that ACON failed to meet its burden of proof on all claims, validating Dometic’s oversight of Igloo during the earnout period and compliance with the purchase agreement.

A key turning point in the litigation occurred in 2024, when Dometic’s legal team from Hilgers PLLC successfully moved to compel discovery of post-closing communications among ACON, its counsel at King & Spalding, and Igloo executives, which ACON had withheld on common interest privilege grounds.

Dometic’s counsel argued that ACON had waived the privilege on such communications by including the Igloo executives, who shared a common financial, but not legal, interest with ACON. The Court agreed and ordered ACON to produce hundreds of emails and text messages.

Such communications showed the extent to which ACON and its counsel had coordinated with Igloo executives during the earnout period and feature prominently in the Court’s opinion, including its conclusion that ACON’s strategies during the earnout period were tactical maneuvers to achieve the earnout target rather than ordinary course operations.

“This outcome represents a complete defense win and is the result of years of exceptional work by our litigation team,” said Hilgers partner Alec H. Schultz. “ACON attempted to use this litigation as leverage to renegotiate the terms of the Igloo transaction, and we are grateful that the Court recognized that Dometic acted properly and within its contractual rights in all respects.”

“The court’s ruling against ACON’s $127 million claim confirms what we have maintained for the past four years: Dometic never breached the purchase agreement, never interfered during the earnout period, and never prevented Igloo management from operating the company in the ordinary course of business,” said Hilgers partner Carly Kligler. “The Court properly concluded that the ‘last-ditch efforts’ coordinated by ACON and its counsel at King & Spalding to achieve the earnout payment were not ordinary course actions consistent with past practices.”

The Hilgers PLLC defense team was led by Alec H. Schultz, Carly A. Kligler, Michael Burns and Sarah G. Perryman alongside co-counsel Bruce E. Jameson and John G. Day of Prickett, Jones & Elliott, P.A.

The case is ACON Igloo Holdings, LLC v. Dometic Corp., C.A. No. 2022-1057-LWW.

Hilgers PLLC is a nationwide law firm with elite legal talent specializing in complex commercial and IP litigation, government investigations, reputation protection, discovery counsel, corporate and trademark services.

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