Monthly Archives: June 2018

Boilerplate provision (fraud carve-out) saves the buyer’s fraud lawsuit against the seller of a business

The seller owned and operated a food tray business that sold rigid trays, foam trays, and absorbent pads to food handlers and processors. In the summer of 2014, the seller sought to sell its North American foam tray and pads

Posted in exclusive remedy, fraud carveout

Seller of lawn and garden business loses $8.6 million of escrowed purchase price because it made an untimely objection to buyer’s indemnification claim

The buyer purchased a lawn and garden business from the seller in February of 2015. Among the assets acquired were equipment and machinery to manufacture plastic pots, flats, trays and other items used to grow and sell plants. The condition

Posted in indemnification, timely objection to indemnification claim

Seller employee can’t sue the buyer of a hospital for breaching its asset purchase obligation to hire all of seller’s employees because the employee was not a third-party beneficiary

The buyer, the largest private hospital operator in the United State, acquired substantially all of the assets of the seller, a financially distressed acute care facility that served as a community hospital. At the time of the sale, the hospital,

Posted in third party beneficiary clause

Court holds that owner of a buyer of a business can be sued by the seller for buyer’s breach of an asset purchase agreement

In this case the buyer’s owner was in the car dealership business.  In June of 2015, he was looking at buying an Audi dealership from seller. That same month the buyer’s owner formed the buyer, a limited liability company, for

Posted in piercing veil of acquisition subsidiary

A buyer of a government contractor’s business incurs $15.5 million liability to seller for failing to disclose a pending government investigation

The seller was a government contractor that provided services to U.S. intelligence agencies. Its investment bank introduced the seller to the buyer, a government contractor specializing in strategic planning, cost and schedule analysis, acquisition management, and program assessment. The buyer

Posted in no pending government investigations or inquiries, representations and warranties

A seller of a business must go to court to enforce its right to an earn out

This story is about Sandy. She founded and owned a company that designed, manufactured, and sold decorative garden sculptures that glowed at night: a solar unit inside the sculpture. She sold them under the Garden Meadow trade name.  We will

Posted in earn out, purchase price

Court finds that a buyer of a business could back out of the deal under the contract because it could not obtain financing on commercially reasonable terms

This is the story of a deal to buy a gas station/convenience store that did not happen. Here the buyer and seller entered into an asset purchase agreement for the sale of the seller’s gas station/ convenience store, which included

Posted in conditions to closing for buyer's benefit, financing contingency

Contract’s description of purchased business assets creates post-closing dispute over ownership of certificate of deposit

This is the story of a post-closing dispute between a business asset buyer and seller over the ownership of a certificate of deposit. The asset purchase agreement said that the buyer was buying all of the assets except for the

Posted in cash and cash equivalents, Description of business assets purchased

Asset buyer who could not produce a schedule to the asset purchase agreement may be liable to a plaintiff exposed to beryllium used by seller in its manufacturing process

In this case the seller manufactured precision machine-tooled ceramic components made with substance beryllium oxide. The buyer purchased the assets of the seller’s business and only assumed the liabilities of the seller that were contained in a schedule of seller’s

Posted in missing attachment to acquisition document

Asset buyer can’t sue seller for receiving a level of inventory far less than expected

This is a story of a buyer that thought it was buying $4.7 million of inventory; only to find out after the closing that the buyer had purchased less than $2 million. In this case, the seller during negotiations had

Posted in Description of business assets purchased

Recent Comments