Jury Orders Express Scripts to Pay $82 Million in Sale Fraud Suit

Express Scripts Inc. will have to pay a Parthenon Capital Partners subsidiary $82.1 million after a Delaware jury found that Express had fraudulently inflated the price of a company specializing in biopharmaceutical clinical trial technology that Parthenon had acquired.

The superior court jury on Monday found largely in favor of buyer Bracket Holding Corp. in the suit, determining that Express Scripts and its subsidiary United BioSource LLC were on the hook for the fraud scheme. The jury found in United’s favor on its counterclaim that Bracket had breached a services agreement during the transaction.

According to court documents, Bracket Holding was formed by Parthenon Capital Partners for the purpose of buying a subsidiary of United in 2013, but after the $185 million sale, Bracket discovered that the financial statements it had been given were not accurate.

Bracket claimed that it had found the statements included invalid and unbillable accounts in the company’s receivables and recognized revenue from contracts in excess of their value and before work was even performed, among other accounting mischief. Bracket accused United and Express of representing that the documents were accurate despite knowing they were false, effectively inflating the deal price by more than $50 million.

While United and Express denied those claims, the court rejected their bid to dismiss the case in August 2017.

United also filed a counterclaim against Bracket, alleging that Bracket had failed to pay for services that United provided under a transition services agreement as part of the sale. The jury on Monday found that Bracket was liable for that claim and awarded United $2.2 million.

A spokesperson for Express Scripts said despite the verdict, the company still believes in its position and plans to look into its options on appeal. An attorney for Bracket Holding Corp. declined to comment.

Bracket Holding is represented by Reed S. Oslan, Mark Premo-Hopkins, Howard M. Kaplan, Brett A. Nerad and Gregory Tsonis of Kirkland & Ellis LLP and David E. Ross and Eric D. Selden of Ross Aronstam & Moritz LLP.

United BioSource and Express Scripts are represented by Richard I. Werder, Rollo C. Baker, Silpa Maruri, Dominic J. Pody, Jared Ruocco, Webster M. Beary and Benjamin A. Cornfeld of Quinn Emanuel Urquhart & Sullivan LLP and Kevin G. Abrams, Michael A. Barlow and Daniel J. McBride of Abrams & Bayliss LLP.

The case is In re: Bracket Holding Corp. Litigation, case number N15C-02-233, in the Superior Court of the State of Delaware.