Occasionally, a buyer of a business wants a company so badly that the buyer will agree to an “as is where is” deal. That is, a deal where seller makes no or few representations and warranties about seller’s business. In…
Monthly Archives: April 2018
A buyer of a business can sue a seller for fraud in an “as is where is” deal
Posted in "as is where is", fraud in business sale
Seller of business learns lesson about risks in an earn out
Today I want to talk about a seller of a business who learns how buyer’s problems can hurt his chances of receiving an earn out. Our story is drawn from a case that was tried before the nation’s oldest business…
A buyer of a California business could not enforce seller’s promise not to solicit employees and customers
Today I want to talk about how a buyer of a California business failed to enforce seller’s covenant not to solicit the purchased business’s employees and customers. The buyer was already an operating company, with its own customer and employee…
Posted in Uncategorized
A buyer of a soil-engineering company’s assets was not responsible for injuries caused by the negligence of the seller
A buyer of the assets of a business will generally only be responsible for seller’s liabilities that buyer assumes in the purchase agreement. This contrasts with buying all the stock of corporate business; in which case the buyer’s acquired corporate…
Posted in successor liability
A buyer of business assets in voluntary bankruptcy not responsible for injuries caused by a defective grain auger made by bankrupt company
Today I want to talk about how purchasing the assets of a manufacturer in a voluntary bankruptcy may cut off liability for injuries caused by a defective product made and sold by the bankrupt before the acquisition. This story is…
Posted in successor liability
An asset buyer not responsible for injuries caused by pharmaceutical made by an earlier owner
In California, and in some states, a buyer of the assets of a business that makes products, worries about products liability claims made after the closing for a defective product that was made and sold before the closing. That is…
Posted in successor liability
An asset buyer not responsible for injuries and damages caused by a defective lathe made by an earlier owner
Today I want to talk about how John, a buyer of business assets faced a lawsuit for a defective lathe that was made 18 years before he acquired some of the assets of the business. The manufacturer of the lathe…
Posted in successor liability
An asset buyer may be responsible for injuries and damages caused by the seller’s defective products
Today I want to talk about assets of a company that manufactures ladders and is owned by Bill. Another company purchased the assets of Bill’s company. The buying company assumed the obligation of Bill’s company to complete contracts with certain…
Posted in successor liability
A sale and lease back of business equipment may violate California’s usury law
Today I want to talk about sale leaseback transactions. Let’s say that Sherry owns a small manufacturing company. Her company went through a down cycle and experienced cash flow problems. Her bank was unwilling to provide any financing. As an…
Posted in sale leaseback
A high profits return on an investment in a joint venture does not violate California’s usury law
Today I want to talk about joint ventures. Let’s say that Paul wants to start a new California business and he needs capital. Paul is introduced to Linda who is willing to invest the required capital in exchange for a…
Posted in joint venture
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