Buyer (based 15 miles east of South Bend, Indiana) provides restraint systems for applications, including child seats, school buses, trucks, recreational and construction vehicles, and agricultural equipment. Target (based out of Oklahoma City) manufactures and supplies seat belts and seat…
Monthly Archives: October 2018
Buyer of business not barred from pre-closing products liability indemnification because 2-year survival provision applied only to rep & warranty breach
Posted in indemnification, survival of reps and warranties
Court says buyer of assets of business can enforce noncompetition agreement seller had with former employee
Seller, based in Billerica, Massachusetts (20 miles NNW of Boston) manufactured computer peripheral equipment. Former Seller Employee started working at Seller in 1982. He was promoted several times over the course of his employment, eventually becoming program manager in the…
Court says buyer was barred from pursuing claim for seller breach of software representation by settling purchase price adjustment dispute
Buyer, a Jacksonville, Florida based insurance company, purchased Target, a Ft. Lauderdale, Florida based private insurance company and its subsidiaries from Seller pursuant to a stock purchase agreement. In the stock purchase agreement, Seller represented and warranted, that a software…
Posted in book value adjustment, purchase price
Court finds that a CEO of buyer had no duty to disclose speculative patent infringement litigation when CEO sold thermometer technology to buyer from CEO’s selling company
Buyer is a public company with its principal place of business in Lafayette Parish, Louisiana. Buyer, through its subsidiaries, engages in sale and distribution of medical devices; and sale of branded generic pharmaceutical drugs in the United States and the…
New York federal court says dry cleaner asset buyer was not responsible for seller’s federal wage and hour liability
Seller was formed in 2007, which operated as a dry cleaning business in Manhattan that did business as Slayton Cleaners. Seller retained seven employees, including one front-desk attendant, one helper, two ironing persons, one spotter, one driver, and one tailor.…
Buyer of stock of title and escrow company can enforce noncompete and nonsolicitation provisions in target’s employment agreements
Target was a title and escrow company located in West Jordan, Utah (greater Salt Lake City area). Target’s Manager and Target’s COO/general counsel signed employment agreements with Target. Target’s Manager’s employment agreement, executed in August 2003, stated that she would…
Buyer of business can’t stop release of escrowed funds to seller, because buyer did not follow the escrow agreement’s notice provision
Seller held a number of consumer debt accounts in Puerto Rico. Seller first approached Buyer about a possible sale of Seller’s debt accounts sometime in 2013 and, later that year, the parties entered into discussions. The accounts consisted of auto loans,…
Buyer of company can’t offset its obligation to pay company pre-closing tax refunds to seller against buyer’s claimed larger indemnification claim against seller
Company is a gulf coast environmental remediation company. Buyer, an affiliate of private equity firm Halifax Group LLC, became interested in Company, which was then engaged in a profitable clean-up project. On March 31, 2014 Buyer purchased Company from Sellers…
Posted in offset or setoff provision
Buyer’s fraud claim failed because buyer did not allege facts that seller intentionally or recklessly omitted material facts from a stock purchase agreement disclosure schedule
Target, a 100% subsidiary of Seller, owned and operated an open—pit gold mining operation in Colorado. At some point prior to November 2014, Seller’s general counsel and another senior executive knew that a third party allegedly acquired the mineral interests…
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