Seller, based in Little Rock, Arkansas, owned and operated a commercial trucking business that serviced customers throughout the United States. On December 4, 2008, Seller and Buyer (also a trucking company with headquarters in Indianapolis, Indiana) entered into a written…
Monthly Archives: September 2018
Maryland court enforces boilerplate forum selection clause in confidentiality and noncompetition agreement against spouse and related companies of signatory
Buyer is a group of related Maryland companies founded in 1976 and has its world headquarters in Taneytown, Maryland (an hour NW drive from Baltimore). Buyer provides service and makes products in the commercial HVAC, industrial process, power, and industrial…
Buyer of Colorado restaurant assets stuck with seller’s higher unemployment tax rate liability even though buyer did not retain seller’s employees
Buyer began operating a restaurant in Palisade, Colorado (about 17 miles east of Grand Junction) after it acquired nearly all of the assets of Seller, which previously operated a different restaurant at the same location. Buyer acquired approximately 90% of…
Court permits seller of PR firm to sue buyer for lost earnout for allegedly taking actions that hurt target’s net earnings
Target was a privately held public relations firm based in Darien, Connecticut, 37 miles northeast of New York City. Buyer is a New York City based brand marketing and production studio. In August of 2016, Buyer purchased all of Target’s…
Posted in earn outs
Sales rep can’t treat business asset sales proceeds as capital gain (personal goodwill) because rep did not own seller
Seller is based in Miami, Oklahoma (about a 90-mile NE drive from Tulsa). Seller was in the business of supplying soils, mulches and decorative stone to home-center and independent retailers. Taxpayer began working with Seller in the early 1990s. Taxpayer’s…
Posted in personal goodwill, sale of assets of business
Court won’t enforce claimed oral modification of stock purchase agreement
Target is a San Diego, California late stage cell therapy company developing laboratory equipment and cell therapies to treat a variety of medical conditions. Cell therapy is taking cells from a donor and putting them into a patient to treat…
Non-compete given by business seller’s owner to business buyer in employment agreement held by court to be unenforceable
Seller’s owner is a computer programmer who operated Seller, a Portland, Maine based business that provided data and consulting services for the tire and automotive industry. In November 2010, Buyer contacted Seller’s owner about purchasing Seller. Buyer is based in…
Court battles dense asset purchase agreement language to resolve dispute over severance payments made to former seller employees
Seller is one of the world’s leading manufacturers of over-the-counter pharmaceutical products, with headquarters in Allegan, Michigan. Buyer’s parent company (a subsidiary of a Dutch multinational company) manufactures vitamin and nutritional/dietary supplements and is based in Freehold, New Jersey. Seller…
Investment banker loses out on fee of target debt guaranteed by buyer of target stock
Investment Banker, based in Toronto, Canada, provides, among other things, investment banking advisory services relating to corporate transactions. Target is a New York-based company that provides asset-based lines of credit to small and medium-sized businesses on the eastern seaboard of…
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