Monthly Archives: September 2021

Product Line Exception Creates Additional Successor Liability Risk for Buyer of Business Assets

California Supreme Court creates product line exception in 1977 by holding the buyer of the assets of a ladder maker responsible for the post-closing injury of a person caused by the seller’s defective ladder made and sold before the closing.

Posted in product line exception, successor liability Tagged with: ,

Very Risky for Seller to Give Buyer Keys to Business Before Closing

Seller signs binding LOI and then allows buyer to run the business without signing APA. Deal never closes. M&A Stories September 22, 2021 Introduction Most letters of intent are nonbinding. That is because a binding acquisition agreement is only agreed

Posted in pre-closing operating arrangement, unjust enrichment Tagged with: ,

Business Buyer Recovers Damages for Seller Sufficiency of Assets Rep & Warranty Breach

Buyer of manufacturing business discovers obsolete and malfunctioning equipment. Recovers damages from seller. M&A Stories September 5, 2021 Introduction Most acquisition agreements require the seller to represent and warrant that the assets purchased are sufficient to operate the business. This

Posted in representations and warranties, sufficiency of assets rep Tagged with: ,

Business Buyer Awarded Damages for Seller Full Disclosure Rep & Warranty Breach

Boilerplate representation and warranty supported damage award for seller’s pre-closing failure to tell the buyer about his manufacturing company’s supply problems M&A Stories September 5, 2021 Introduction An acquisition agreement in a private deal always comes with pages of seller

Posted in full disclosure, supply problems Tagged with: ,

Buyer Awarded Damages for Seller Product Design Representation & Warranty Breach

Buyer allocates time and expense to fix a product design problem identified by a customer M&A Stories September 3, 2021 Introduction Acquisition agreement representations and warranties are primarily designed to allocate risk between the buyer and the seller. The deal

Posted in representations and warranties Tagged with: ,

A Rep & Warranty Helped Buyer Recover Damages from Seller of a Manufacturing Business

Seller representation and warranty helped buyer recover loss for problems with product documentation   M&A Stories September 2, 2021 Introduction Representations and warranties in a business purchase agreement are tailored to the business being purchased. For example, some provisions for

Posted in representations and warranties Tagged with: ,

Recent Comments