World425_RO_02

Task prompt

What the agent was asked to do

On 12/1/2028 our client, Summit, informed us they received a claim from Harbor Bridge for failure to disclose a phantom stock plan during the sale transaction we helped them with back in 2025. The claim is for $726,000. Can you please review the stock purchase agreement and see if this is a valid claim or not? And if so, what is Summit's total liability and how much more would they have to pay above the escrow? Give numbers rounded to 000s. Write a short response here. Assume the closing occurred on 11/1/2025 and that the claim is valid in every regard. Use only the stock purchase agreement in your analysis.

Grading rubric

Criteria and grader verdict (showcase run)

1. States that the Seller's total liability is $726,000

   Pass

   Evidence: TEXT_RESPONSE states, “Rounded to $000s: total liability is $726,000.” Assessment: Criterion requires stating Seller's total liability is $726,000; pass because the response gives that exact amount.

2. States that the Seller's remaining liability is $301,000 plus the amount of any prior claims against the escrow account

   Fail

   Evidence: TEXT_RESPONSE states, “The escrow is $425,000, so Summit/the Seller side would need to pay $301,000 above the escrow.” Assessment: Criterion requires stating remaining liability is “$301,000 plus the amount of any prior claims against the escrow account”; fail because the response states only $301,000 above escrow and omits the required qualification for prior escrow claims.

3. States that the claim is allowable under Section 11.5(a)

   Pass

   Evidence: TEXT_RESPONSE says it is a “valid/timely Seller-side indemnity claim” and that “Section 11.5 allows claims under Section 3.13 to be made at any time.” Assessment: Criterion requires stating the claim is allowable under Section 11.5(a); pass because the response clearly grounds allowability/timeliness in Section 11.5, even though it does not include the subsection letter.