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Buyer of business assets held not responsible for seller’s alleged federal forced labor liability

This case arises out of Trucker’s previous employment as a truck driver for Trucking Company. In short Seller leased tractor trailers to Trucker who then subleased the tractor trailers and their driving services to Trucking Company. Trucker claimed that as

Posted in asset purchase agreement, Buyer beware, federal employer liability, notice, seller rep of no federal employer liability, successor liability

Seller of company not responsible for buyer’s post-closing failure to obtain electroplating permit

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, compliance with all applicable laws, due diligence, land use issues, representations and warranties, stock purchase agreement

Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision

Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares

Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement

Buyer fights responsibility for a $1.5 million judgment against an asset seller of a business

Customer is a foreign business organized under the laws of Nigeria, with its principal place of business in Lagos, Nigeria. Seller is a Louisiana Liability Company that was in the business of shipbuilding in Louisiana, until January 4, 2014. Buyer

Posted in asset purchase agreement, Buyer beware, continuity of enterprise exception, mere continuation exception, successor liability

Buyer can sue seller of urgent care centers for lost profits from Target’s alleged material breach of 3rd party payor contracts

Buyer is based in the greater Baltimore area and operates urgent care centers and clinics throughout central Maryland, Delaware, Pennsylvania, and Virginia. In January 2015, Buyer purchased Target from Seller, a physician. Target operated urgent care facilities in Pennsylvania. According

Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties

Seller did not have to disclose to buyer receipt of customer notice of nonrenewal of material contract

Buyer is a company headquartered in Boulder, Colorado. Buyer is a publicly traded company that provides high-capacity dark fiber, wavelength, IT infrastructure services and ethernet products and services. Since its founding, it has made forty-one acquisitions of fiber and data center companies,

Posted in Buyer beware, representation and warranty about customers, representations and warranties, stock purchase agreement

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