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Delaware Supreme Court Revives BitGo's $100M Case Against Galaxy Digital


  • The Delaware Supreme Court found ambiguity in the terms of the $1.2 billion merger agreement between BitGo and Galaxy Digital.
  • BitGo’s $100 million lawsuit against Galaxy Digital will return to the Chancery Court for further evidence review.
  • The decision grants BitGo a fresh opportunity to pursue its claim against Galaxy Digital over the failed merger.

Delaware Supreme Court has overturned a previous ruling, allowing cryptocurrency custodian BitGo to proceed with its $100 million lawsuit against financial services firm Galaxy Digital. This decision follows a previous dismissal by the Delaware Chancery Court last year, which had sided with Galaxy Digital on grounds of contractual compliance.

Background and Court Proceedings

The lawsuit stems from a failed $1.2 billion merger between BitGo and Galaxy Digital, initially inked in May 2021. BitGo filed the suit in August 2022, claiming that Galaxy Digital had intentionally breached the merger agreement. The contention centers on whether Galaxy Digital was justified in terminating the merger due to BitGo’s alleged delay in providing required audited financial statements.

Galaxy Digital, for its part, cited financial losses during the crypto bear market as a strain on its ability to finalize the merger. Conversely, BitGo contends that Galaxy’s termination was a calculated move influenced more by financial duress than procedural failings.

The case first saw Delaware Chancery Court Vice Chancellor J. Travis Laster siding with Galaxy Digital, suggesting they had a valid basis to withdraw from the agreement due to BitGo’s non-compliance with financial documentation requirements. 

However, the state’s Supreme Court found this interpretation of the merger agreement’s terms concerning ‘financial statements’ to be overly narrow, noting both parties presented reasonable yet conflicting interpretations.

Implications of the Supreme Court Decision

This latest decision by the Delaware Supreme Court marks a significant step for BitGo, granting them another opportunity to present their case in the Chancery Court. The focus will now shift to a detailed examination of extrinsic evidence to clarify the ambiguous terms of the merger agreement.

Attorney R. Brian Timmons, representing BitGo, expressed satisfaction with the Supreme Court’s decision, stating,We believe justice was done on appeal, and we are glad to proceed with this case in Chancery Court.”

As the case returns to the Chancery Court for further proceedings, both BitGo and Galaxy Digital prepare to delve deeper into the contractual nuances that could determine the outcome of this $100 million legal challenge.