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Court Says Treadmill Maker Asset Buyer Assumed Implied Merchantability Warranty

Introduction One legal risk in buying a manufacturing business is product liability. Purchasing the assets as opposed to the equity of the manufacturer reduces that risk. However, in all states the buyer may be responsible for any product liability claims

Posted in assumed liabilities, implied warranty of merchantability, seller's warranty claims 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: , , ,

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

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

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

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