Tanju Akbıyık 
The Delaware Supreme Court has overturned the earlier dismissal of a $100 million lawsuit filed by BitGo against Galaxy Digital, giving the former a chance to continue with the lawsuit. In a recent filing on May 22, the Supreme Court noted that the language used in the $1.2 billion merger agreement between BitGo and Galaxy Digital signed in August 2022 was declared “ambiguous. ” The Court found that the issue of ambiguity required the examination of extrinsic evidence to resolve the matter.
Litigation of Merger Agreement
The legal battle began in August 2022 when BitGo sued Galaxy Digital for ‘intentional breach’ of acquisition contract. Galaxy Digital justified the termination of the deal by the lack of audited financial statements from 2021 provided by BitGo. The Delaware Court of Chancery dismissed BitGo’s case in June 2023, with Vice Chancellor J. Travis Laster confirming Galaxy’s ‘clean termination right.’ However, the recent Supreme Court judgment overturns this decision, enabling BitGo to proceed with the case.
R. Brian Timmons, a partner at Quinn Emanuel representing BitGo, expressed satisfaction with the appellate outcome: “We believe justice was done on appeal and we are pleased to continue with this case in the Chancery Court.
Continued Legal Support by Galaxy Digital
Galaxy Digital continues to stand its ground on the lawsuit. An attorney representing the firm said in response to the May 22 ruling: “We will persistently fight for ourselves and believe in the strength of our case. ”
Galaxy Digital headed by Mike Novogratz first revealed its intention to acquire BitGo in May 2021 as part of the firm’s plan to list in the United States. However, the failure of the merger to go through and the subsequent legal battles that have ensued over the deal have given the acquisition a negative light.
Amid this legal fight, Galaxy reported a $77 million loss related to the defunct cryptocurrency exchange FTX in November 2022, further clouding its financial situation.