Under the asset purchase agreement, the buyer only acquired specifically identified contracts. This did not include the service vendor contract. The result? The buyer’s claim against the service vendor was thrown out of court. M&A Stories August 26, 2021 Introduction:…
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BUYER’S CLAIM DENIED AS SERVICE VENDOR CONTRACT WAS NOT ACQUIRED IN ASSET PURCHASE
Posted in asset purchase, asset purchase agreement, Description of business assets purchased Tagged with: Asset Buyers, asset purchase agreement, Assumed Contracts Schedule, Buyer's Claim Denied, Court Case Analysis, Legal Risks in Acquisitions, Lessons in Asset Purchases, M&A legal blog, Service Vendor Contract, Texas State Court Decision
Buyer’s Post-Closing Default Shatters Seller’s High-Risk Exit Plan
Explore a real M&A case where a seller’s risk-laden exit plan crumbled as the buyer defaulted on payments. Gain insights into the legal dispute and learn valuable lessons on safeguarding transactions. M&A Stories December 07, 2020 Introduction: Selling a business…
Posted in Guaranty, securing buyer's note, securing deferred purchase price, security agreement, seller carried purchase price Tagged with: asset purchase agreement, buyer's owner liability, collateral, Legal dispute, LLC, M&A, post-closing default, Purchase Price, risk management, seller's exit plan
Seller’s Owner Found Liable to Pay Buyer’s $1.7 Million Legal Fees: A Lesson in Contractual Guarantees
Explore a significant M&A legal case where a seller’s owner was held liable to pay $1.7 million in buyer’s legal fees. Learn how contractual guarantees and dispute resolution methods impact post-acquisition disputes. Case analysis of Summers Laboratories, Inc. v. Shionogi…
Posted in Attorney's Fee Provision, Guaranty Tagged with: APA obligations, arbitration, attorney's fees, buyer's legal fees, contractual guarantees, dispute resolution, guaranty agreement, Inc. v. Shionogi Inc., M&A legal case, post-acquisition disputes, seller's owner liability, Summers Laboratories
Buyer’s Defeat in Dispute with Asset Seller Over Deal’s Sales Tax Responsibility
Explore a legal blog post discussing a significant M&A case where a buyer faced unexpected challenges over sales tax responsibility in a marina asset purchase agreement. Learn how precise contract language and allocation provisions could have averted the dispute. Case…
Posted in allocation of sales tax from transaction, asset purchase agreement Tagged with: allocation provision, asset purchase agreement, buyer-seller dispute, contract language, Gaines Mar. & Servs., Inc. v. CMS Mar. Stor., intermediate court of appeal, LLC, M&A case study, M&A legal blog, New York state trial court, sales tax responsibility
Court Ruling: Buyer’s Trade Secret Suit Likely to Fail
Explore a recent M&A legal case where a buyer sued a seller’s owner for competing with the acquired business. Learn about trade secrets, competition, and the court’s ruling. July 21, 2019 M&A Stories Introduction: In a recent legal development, a…
Posted in asset purchase agreement, trade secret misappropriation by former seller employee Tagged with: asset purchase agreement, buyer, CleanFISH LLC v. Sims, competition, Court ruling, covenant not to compete, M&A legal blog, seafood distribution business, seller, temporary restraining order, trade secrets
Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts
Explore a complex M&A case where a buyer’s fraud claim challenges a promissory note, leading to a legal battle and an important court decision. Gain insights into the interconnection of purchase agreements, note obligations, and fraud allegations. July 8, 2019…
Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: asset purchase agreement, Buyer's Rights, Court decisions, due diligence, Franchise buyer, Fraud allegations, legal battle, LLC, LLC v. JB2 Fitness, M&A Case, New York law, promissory note, Rescind transaction, Seller's collection efforts, Summary judgment, Viveros Fitness, Warranty claims
Franchisee’s Struggle: A Cautionary Tale for Business Owners
Explore a cautionary tale of a failed restaurant franchise sale due to contractual disputes with the franchisor. Learn the importance of resolving legal issues before selling your business in this M&A case study. July 7, 2019 M&A Stories Introduction: In…
Posted in approval of franchisor, asset purchase agreement, franchise sale, integration clause, no oral modifications of contract Tagged with: asset purchase agreement, business contracts, business litigation, business ownership, Business Sale, Business Transactions, Case Study, contractual disputes, Court decision, franchise agreements, franchise laws, franchisee, franchisor, integration provision, legal battle, legal issues, M&A, restaurant franchise, Tim Hortons
Bankruptcy Court Approves Sale of Business, Clears Pension Claim
Explore the recent M&A development where a pension plan’s attempt to block a company’s business sale in bankruptcy failed. Discover how section 363(f)(3) of the Bankruptcy Code played a pivotal role in allowing the sale to proceed without the burden…
Posted in asset purchase agreement, bankruptcy sale, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, Section 363 sale, successor liability Tagged with: 363(f) sale, alter ego, bankruptcy, Bankruptcy Code, Chapter 11, Collective Agreement, contingent liability, Court ruling, E.D. Michigan, Environmental Services, Industrial Services, K & D Industrial Services Holding Co., legal battle, M&A, multiemployer pension plan withdrawal liability, Pension Claim, Pension Fund Liability, successor liability, transferee liability
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