In In the Matter of Westmoreland Coal Co. v. Entech, Inc. (100 N.Y.2d 352, 794 N.E.2d 667, 763 N.Y.S.2d 525 [2003]), the Court of Appeals interpreted a stock purchase agreement (SPA) between sophisticated parties which contained a price adjustment provision. The parties disputed whether the buyer's objections to asset values in closing date financial statements were subject to ADR, pursuant to the SPA's price adjustment provision. Through the SPA, and a later agreement, the "Guiding Principles for Calculation of Net Asset Value and Net Revenue Amount" (the Guiding Principles), the parties stressed the importance of consistency in preparation of the pre- and post-closing financial statements, which they intended to use as comparative tools to measure the difference in asset values due to the operations of the acquired companies in the time period between acquisition pricing and the closing. The Court noted that while GAAP may provide more than one applicable accounting methodology, when preparing financial statements for comparison, consistency between the accounting conventions and methods used to prepare the financial statements is important (Westmoreland, 100 N.Y.2d at 358-59). In Westmoreland, the seller represented that the pre-closing financial statements complied with GAAP (id. at 354). Thus, the Court determined that the purchaser's objections to asset value figures in the post-closing financial statements that the seller had merely carried over from, and that were common to, the pre-closing statements were objections that the seller had misrepresented that the pre-closing financials had been prepared in accordance with GAAP. As the SPA's indemnification clause provided for a court of competent jurisdiction as the exclusive forum for breach of the warranty and representations provision of the SPA, the Court determined that the parties intended that the dispute be litigated, and not submitted to ADR (id. at 360). It is evident that Westmoreland interpreted the intentions of the parties to the SPA, as expressed in the SPA and the Guiding Principles (100 N.Y.2d at 358).