Monthly Archives: February 2019

Buyer’s purchase price adjustment mechanism based upon a post-closing inventory audit survives seller challenge in court

Seller was a distributor of compressed gases and welding supplies in Indiana. Seller sold substantially all of its assets to Buyer including its stock of asset cylinders, pursuant to an October 2014 asset purchase agreement. As part of the asset

Posted in purchase agreement Tagged with: , ,

Seller of auto dealership franchise sues auto maker for violation of state’s auto dealer law regulating consent to franchise sales

Seller owned a GM automobile dealership in Pennsylvania since 1985. In 2016, Seller began exploring the sale of Seller’s assets to potential buyers. Seller subsequently began negotiations with Buyer, who owned and operated several GM dealership line-makes in the state. In

Posted in asset purchase agreement Tagged with: ,

Inventor of product sues seller of product for unauthorized use of inventor’s name for commercial purposes

Inventor has a Ph.D. in physical pharmacy and specializes in the formulation of topical creams for various health and wellness needs. He is the CEO of Seller and the public face of the company throughout the pharmaceutical industry. In April

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Health club buyer fights with seller’s landlord over ownership of some health club assets

Seller operated a health club in Georgia. It leased the building from Landlord. Seller ended up in financial trouble, filed for bankruptcy and sold its assets out of bankruptcy to Buyer. Buyer did not lease Landlord’s building. After the closing,

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Seller of business had no contractual duty to indemnify buyer for asbestos claims

In 1993, Buyer purchased from Seller the business operations related to certain lines of fragrance and cosmetic products pursuant to an asset purchase agreement. Among the product lines Buyer purchased were talcum powder products, which later became the subject of

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$10 Billion lawsuit over bitcoin mining business

Dave, an American computer security expert, and Dave, an Australian computer scientist, met in or about 2003. Their relationship centered around their mutual interest in cyber security, digital forensics, and the future of money. Dave and Craig began to speak about ways

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Cryptocurrency customer can’t sue software developer for fraud

Customer and Developer entered a software development and maintenance agreement dated February 28, 2018. Under the software development and maintenance agreement, Developer was to develop a web platform for Customer that would permit individuals to purchase a cryptocurrency. According to

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Court may unwind owner sale of company to ESOP because price too high

Company is a Hawaii architectural firm. On April 27, 2018, the U.S. Department of Labor filed a lawsuit in a Hawaii federal district court alleging that ESOP Trustee and Owners caused the Company’s ESOP to purchase the Company’s shares from

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Delaware court refuses to submit dispute to expert determination by accountant

Buyer and Seller executed a merger agreement on April 13, 2018. Pursuant to the merger agreement, Buyer acquired Target from its selling security holders, including Seller, a New York investment management company. Buyer paid a base price of $125 million,

Posted in alternative dispute resolution, M&A agreement Tagged with: , ,

Fraud carve out saves buyer in “as-is where-is” in divestiture

Seller manufactures over-the-counter pharmaceutical products. On June 17, 2016, it sold one of its product lines to Buyer. The terms of that sale were memorialized in an asset purchase agreement. At the time of the sale, there was a class action suit

Posted in "as is where is", fraud in business sale Tagged with: , ,

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