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Buyer fights responsibility for a $1.5 million judgment against an asset seller of a business

Customer is a foreign business organized under the laws of Nigeria, with its principal place of business in Lagos, Nigeria. Seller is a Louisiana Liability Company that was in the business of shipbuilding in Louisiana, until January 4, 2014. Buyer

Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability

Seller of company can sue Buyer for making oral fraudulent and negligent misrepresentations

Seller’s Owner founded Seller in 2002. Seller was based out of the greater Sacramento, California area. In 2007, Seller began doing business as BenefitsCONNECT. BenefitsCONNECT is an online benefits enrollment and administration system that connects employer groups, insurance carriers, third

Posted in asset purchase agreement, boilerplate provisions, fraud in business sale, integration clause, no oral modifications of contract, private equity

Buyer’s purchase price may triple post-closing because of underfunded union pension plan

Seller was a wire-forming company. A collective bargaining agreement with the union representing its workforce obligated Seller to contribute to a multiemployer pension plan on behalf of the employees. In September 2013, after Seller determined that it could not stay

Posted in asset purchase agreement, constructive knowledge, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, successor liability, union liabilities

Seller loses $12.7 million jury verdict on appeal for damages for potential buyer’s claimed breach of confidentiality provision in letter of intent

In 2010, Seller was an integrated design and manufacturing company specializing in the development, production, installation, repair, and servicing of heavy equipment for use by offshore energy companies in the Gulf Coast region. Seller was founded in 2002 and employed

Posted in damages, diminuation of value, lost profits, nondisclosure agreement, nondisclosure provision, strategic acquisition, strategic acquisition

Energy drink asset buyer bound by seller’s formula restriction agreement with 3rd party

Manufacturer is the maker and distributor of 5-Hour Energy, a well-known energy shot. In 2004, Manufacturer contracted with Seller to manufacture and package 5-Hour Energy. When Manufacturer ended the business relationship some years later—abruptly and unfairly, according to Seller—Seller had

Posted in asset purchase agreement, assumed liabilities, assumption of a contract, assumption of contract by incorporation by reference

Seller of business successfully sues buyer for failure to get personal lease guaranty release

Sellers, husband and wife, owned Target, which operated a wine business in Round Rock, Texas (greater Austin area). Target operated out of leased shopping center space. On December 30, 2009, Sellers sold Target to Buyer, effecting the sale through a

Posted in Assignment, leases, personal guaranty of lease

Buyer can sue seller of urgent care centers for lost profits from Target’s alleged material breach of 3rd party payor contracts

Buyer is based in the greater Baltimore area and operates urgent care centers and clinics throughout central Maryland, Delaware, Pennsylvania, and Virginia. In January 2015, Buyer purchased Target from Seller, a physician. Target operated urgent care facilities in Pennsylvania. According

Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties

Israeli pharma buyer’s fraud claim against seller of Mexican pharma company tossed out by court

In 2015, Buyer, an Israeli pharma company purchased Target, a Mexican pharmaceutical company, from Sellers, and the intellectual property used by Target from a Sellers affiliate. The total sale price came to $2.3 Billion. After the closing, Buyer claimed that

Posted in compliance with all applicable laws, extra-contractual fraud, fraud in business sale, indemnification cap, representations and warranties

No fraud in alleged buyer’s financial misrepresentations concerning buyer’s equity received by seller of company

Seller was two related companies, one, a provider of litigation support and e-discovery services and the other, a provider of temporary legal staffing to law firms and corporations. Seller along with Seller Affiliate, a related company providing various litigation support

Posted in due diligence, fraud in business sale, material, receipt of buyer equity or security, receipt of buyer equity or security, reliance

Seller of golf company battles buyer over right to $16.6 million VAT receivables as tax credit

In late 2010, Seller decided to sell Target (a wholly-owned subsidiary engaged in the manufacture and distribution of golf products, including Titleist-brand golf clubs, balls and tees and Footjoy-brand golf shoes) by way of auction. The eventual winning bidder was

Posted in allocation of preclosing taxes refunds and credits, net working capital adjustment, stock purchase agreement, Taxation, value added tax or VAT

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