Blog Archives

Can Buying a Business’s Assets Make You Responsible for Existing Contracts?

Explore the legal implications of purchasing a business’s assets instead of the entire company. Learn how seemingly innocuous actions can lead to contract assumption and potential liabilities, as illustrated by a real case involving a bar purchase in Boise. May

Posted in asset seller's liabilities, implied assumption of seller contract/liability Tagged with: , , , , , , , , , , , , , ,

Understanding When Indemnification Applies in Asset Purchase Agreements

Explore a recent case, Continental Motors, Inc. v. Danbury Aerospace, Inc., to understand how indemnification provisions in asset purchase agreements impact legal outcomes. Learn about the buyer’s strategic approach to broaden indemnification scope. April 13, 2020 Introduction: In the world

Posted in customer deposits, direct, indemnification, sick time, third party, vacation time Tagged with: , , , , , , , , , , ,

Cash Buyer of Paper Mill Assets Not Liable for Seller’s CERCLA Liability

Explore the legal intricacies of M&A deals involving environmental liabilities. Learn about the concept of de facto mergers and when a cash buyer may or may not be held responsible for a seller’s cleanup obligations. Dive into a real-life case

Posted in asset purchase agreement, asset seller's liabilities, CERCLA or superfund liability, de facto merger exception, successor liability Tagged with: , , , , , , , , , , ,

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

Court finds that buyer of a California union skilled nursing facility had no constructive knowledge of seller’s multi-employer pension plan withdrawal liability

This is a follow up to a discussion of an earlier June court decision involving the same business buyer. Buyer purchased a 99-bed skilled nursing facility located Santa Clarita, California from Seller through an asset purchase agreement that closed

Posted in asset seller's liabilities, constructive knowledge, due diligence, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, post asset purchase issues, successor liability, union liabilities

Court finds that buyer of lead paint manufacturer assumed seller’s liabilities for lead paint poisoning

This case involved a lawsuit filed by Plaintiffs, several individuals in a Wisconsin federal district court against Buyer for injuries allegedly incurred from ingesting white lead carbonate pigments contained in paint manufactured by Seller. Buyer purchased the assets of Seller

Posted in asset buyer's assumption of seller's liabilities by contract, asset seller's liabilities, asset vs stock deal, assumed liabilities, excluded liabilities, successor liability

Buyer of two Gulfstream wing supply programs fights with Seller over responsibility for Seller’s warranty claims

Buyer, a Pennsylvania based international supplier of aerospace components and systems, acquired two Tulsa, based Gulfstream Aerospace Corporation wing supply programs from Seller. Seller is a large first-tier manufacturer of aircraft airframe components. The asset purchase agreement, dated December 8,

Posted in asset seller's liabilities, assumed liabilities, excluded liabilities, seller's warranty claims

Court permits business asset buyer’s product liability carrier to sue the seller for indemnification

This lawsuit stems from a dispute over an April 9, 2012 asset purchase agreement between the buyer and seller. Pursuant to the agreement, the buyer purchased a set of assets from the seller, including the design of the seller’s exercise equipment. The

Posted in asset seller's liabilities, compliance with all applicable laws, excluded liabilities, representations and warranties

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