Papel Giftware made and sold collectible figurines and giftware. For years, certified public accountants KPMG produced audited

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Papel Giftware made and sold collectible figurines and giftware. For years, certified public accountants KPMG produced audited financial statements with unqualified opinions. When Cast Iron Industries LLC became interested in acquiring Papel, they obtained copies of these audit documents and had their accountants review them. They subsequently decided to acquire Papel and took out a $22 million loan to fund the purchase, and major shareholders of Cast Art gave their personal guarantees to the bank to repay the loan if Cast Iron were unable to do so. Shortly after acquiring Papel, Cast Art started having trouble collecting Papel’s accounts receivables and discovered that the financial statements prepared by Papel and audited by KPMG were inaccurate in several ways, such as Papel’s recognizing revenue from sales when the goods were shipped and not when payment was received. Unable to generate sufficient revenue to carry its debt load, the surviving corporation from the merger failed. Cast Art and its shareholders sued KPMG for negligently auditing Papel’s statements that Cast Iron had relied upon in deciding to undertake the merger. KPMG argued that, under New Jersey law, which follows the Restatement 2nd, Section 522, they should not be liable because Cast Art had not hired them to audit Papel and, at the time of the audits, they had no idea Cast Art and Papel were considering a merger. The trial court held KPMG liable for $38 million, and the appellate court upheld the award. How do you think the New Jersey Supreme Court ruled and why?

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Dynamic Business Law

ISBN: 9781260247893

5th Edition

Authors: Nancy Kubasek, M. Neil Browne, Daniel Herron, Lucien Dhooge, Linda Barkacs

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