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Buyer of business can’t stop release of escrowed funds to seller, because buyer did not follow the escrow agreement’s notice provision

Seller held a number of consumer debt accounts in Puerto Rico. Seller first approached Buyer about a possible sale of Seller’s debt accounts sometime in 2013 and, later that year, the parties entered into discussions. The accounts consisted of auto loans,

Posted in escrow, fraud in business sale, notice provision, reliance

Maryland court enforces boilerplate forum selection clause in confidentiality and noncompetition agreement against spouse and related companies of signatory

Buyer is a group of related Maryland companies founded in 1976 and has its world headquarters in Taneytown, Maryland (an hour NW drive from Baltimore). Buyer provides service and makes products in the commercial HVAC, industrial process, power, and industrial

Posted in covenant not to compete, enforce against nonparty, forum selection clause, nondisclosure agreement

Court won’t enforce claimed oral modification of stock purchase agreement

Target is a San Diego, California late stage cell therapy company developing laboratory equipment and cell therapies to treat a variety of medical conditions.  Cell therapy is taking cells from a donor and putting them into a patient to treat

Posted in integration clause, no oral modifications of contract, waiver of contractual provision

Delaware court holds that owner of a buyer of business assets cannot escape liability for fraudulent statements made outside of the asset purchase agreement

The buyer wanted to acquire the seller’s business. The seller was interested in selling its assets to the buyer but was worried about the buyer’s ability to finance the purchase price; especially since a large portion of the purchase price

Posted in fraud in business sale, integration clause

Boilerplate provision (fraud carve-out) saves the buyer’s fraud lawsuit against the seller of a business

The seller owned and operated a food tray business that sold rigid trays, foam trays, and absorbent pads to food handlers and processors. In the summer of 2014, the seller sought to sell its North American foam tray and pads

Posted in exclusive remedy, fraud carveout

Importance of boilerplate provisions in business purchase agreement – forum selection clause

Today I want to talk about how a boilerplate provision in an asset purchase agreement can be important when a post-closing dispute breaks out between the buyer and the seller. This example is drawn from a recent case involving the

Posted in boilerplate provisions, forum selection clause

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