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Beer Maker May Have Liability for Denying Consent to Sale of Wholesaler’s Business

Introduction Exclusive distributor relationships with manufacturers are usually the most important assets of a distributor business. The manufacturer is usually much bigger and has most of the leverage; leading to contracts that favor the manufacturer. Also, the manufacturer is most

Posted in asset purchase agreement, Assignment, assignment of contracts, consent to assignment Tagged with: , , , ,

Owner Sells Company’s Fitness Club Assets; Fights Personal Trainer Claims

Introduction Selling your company can be very stressful for employees and contractors not picked up by the buyer. Especially those that have depended upon cash flow from you company for a long time. This creates a risk you may be

Posted in asset purchase agreement, assignment of contracts, contracts, due diligence Tagged with:

Asset Buyer Fights Customer Claim Based Upon Unassumed Seller Contract

Introduction A buyer and seller agree to a price for the sale of the seller’s company. Then the buyer gets his or her adviser involved to iron out the details. One of those details is whether the transaction will be

Posted in asset purchase agreement, assignment of contracts, assumed liabilities, assumption of a contract, consent to assignment, due diligence Tagged with: , , ,

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

Court says buyer of assets of business can enforce noncompetition agreement seller had with former employee

Seller, based in Billerica, Massachusetts (20 miles NNW of Boston) manufactured computer peripheral equipment. Former Seller Employee started working at Seller in 1982. He was promoted several times over the course of his employment, eventually becoming program manager in the

Posted in Assignment, assignment of contracts, covenant not to compete

Texas court holds that buyer who assigned its asset purchase agreement rights (retaining its asset purchase agreement obligations) has no right to enforce the asset purchase agreement

In August 2015, the seller, an oil and gas operator, agreed to sell oil and gas assets located in Utah to the buyer for $11.5 million. The buyer did not have the financing and so the buyer cut a deal

Posted in Assignment Tagged with:

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