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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

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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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Buyer of business assets held not responsible for seller’s alleged federal forced labor liability

This case arises out of Trucker’s previous employment as a truck driver for Trucking Company. In short Seller leased tractor trailers to Trucker who then subleased the tractor trailers and their driving services to Trucking Company. Trucker claimed that as

Posted in asset purchase agreement, Buyer beware, federal employer liability, notice, seller rep of no federal employer liability, successor liability

Court distinguishes the mere continuation successor liability tests of Michigan and New Jersey

Seller was headquartered in Parsippany, New Jersey and operated plants in New York, New Jersey, Florida and Texas. Seller provided commercial printing services. Buyer is a Des Moines-based multi-platform communications company. On September 29, 2017, Buyer entered into an asset

Posted in asset buyer's assumption of seller's liabilities by contract, asset purchase agreement, asset seller's liabilities, assumed liabilities, assumption of a contract, buyer's assumption of seller liabilities in asset acquisition, excluded liabilities, mere continuation, seller owners equity interest in buyer, successor liability

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

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

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