Monthly Archives: August 2018

Buyer of a California union skilled nursing facility faces multi-employer pension plan withdrawal liability if buyer had constructive knowledge of the potential liability

Buyer purchased a 99-bed skilled nursing facility located Santa Clarita, California from Seller through an asset purchase agreement that closed on January 5, 2015. After the closing Buyer was sued by a multi-employer pension plan (union pension plan) for Seller’s

Posted in constructive knowledge, multi-employer pension plan, union liabilities

Buyer of large nursery business in bankruptcy is winning right to assume 3 crucial real estate leases

Seller, based in Temecula, California, owned and operated one of the largest greenhouse operations in the country. Seller filed for chapter 11 bankruptcy protection on May 29, 2018. As part of the bankruptcy, the bankruptcy court approved Seller’s sale of

Posted in bankruptcy sale, distressed business acquisitions, leases

Texas court reduces geographic reach of noncompetition covenant given by seller of Hispanic grocery stores

Buyer owns two chains of grocery stores: La Michoacana and El Ahorro. In total, he owns 150 stores throughout Texas and Oklahoma. These grocery stores primarily target Hispanic customers. There were over 70 La Michoacana and El Ahorro stores in

Posted in covenant not to compete, reformation

Court permits buyer of insurance claims adjusting firm to sue seller for fraudulently describing its relationship with its biggest insurance company customer

In 2010, Buyer, a Texas based insurance-claims-adjusting firm owned and operated by Larry, was looking to expand. With the help of an investment banking firm, Buyer identified California-based Seller, also an insurance-claims-adjusting firm, as a potential acquisition target. Seller was

Posted in fraud in business sale

New Mexico Court rejects application of de facto merger doctrine to buyer of assets of the maker of hot tar holding tanks

In this case, Seller was a maker of a tar lugger, a holding tank for hot tar that is used in the roofing business. In the fall of 2013, Buyer purchased the assets of Seller’s tar lugger business. About a

Posted in de facto merger exception, earnout as ownership interest in buyer, successor liability

Court considers whether bankruptcy sale of Chrysler shields buyer from pre-closing claim for a defective airbag

This case involves the purchase by Buyer of substantially all of the assets of the distressed auto business of Seller, (Chrysler). The 2009 sale occurred in Seller’s chapter 11 bankruptcy reorganization in which Seller sold most of its assets to

Posted in actual notice to known creditors, bankruptcy sale, distressed business acquisitions

Court imposes successor liability on buyer of construction business assets for seller’s defective design and construction of building

On April 17, 2003, Credit Union, an Alabama credit union, and Seller, a Georgia construction company specializing in financial facilities, entered into a program services agreement for Seller to design and construct a building for Credit Union in Gadsden, Alabama.

Posted in successor liability

Buyer lost business because he withheld note payments owed to seller upon buyer’s discovery of seller’s fraud where note was secured by seller’s stock

Sellers were the owners of Company, a waste collection, disposal, and processing company engaged in business in the Washington, D.C. area. In 2016, Sellers decided to retire. In February 2016, Sellers proposed to sell Company to Buyer, who had served

Posted in offset right, post asset purchase issues, promissory note

Buyer of two Gulfstream wing supply programs fights with Seller over responsibility for Seller’s warranty claims

Buyer, a Pennsylvania based international supplier of aerospace components and systems, acquired two Tulsa, based Gulfstream Aerospace Corporation wing supply programs from Seller. Seller is a large first-tier manufacturer of aircraft airframe components. The asset purchase agreement, dated December 8,

Posted in asset seller's liabilities, assumed liabilities, excluded liabilities, seller's warranty claims

Buyer purchased hospital in bankruptcy, free and clear of a state age discrimination claim against seller

On May 28, 2014. Seller, a 211-bed independent community hospital located in the greater Newark, New Jersey area, entered into an asset purchase agreement with Buyer, a for-profit hospital chain based in California, for the sale of Seller’s hospital to

Posted in buyer's assumption of seller liabilities in asset acquisition, distressed business acquisitions, post asset purchase issues, seller's age discrimination claims

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