Introduction Sometimes being a good guy in an M&A deal can come back to bite you. If the buyer’s allegations are true, then this feels like a no good deed goes unpunished story. The deal Here, both the buyer and…
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Court Greenlights Business Asset Buyer’s Fraudulent Inducement Claim Re 2-Year Noncompete Term
Posted in covenant not to compete, fraudulent inducement, noncompetition covenant term Tagged with: fraud in the inducement
M&A Confidentiality Term Permitted Seller’s Post Closing Use of Customer Info
Introduction A buyer of a business often pays a significant part of the purchase price for the company’s confidential information; such as customer contact information, pricing, cost structure and terms. As a result, the seller usually agrees in the purchase…
Posted in covenant not to compete, public information exclusion Tagged with: noncompete, noncompetition covenant, public information exception
Court Restricts Company Seller’s Nationwide Noncompete to 3 States
Introduction The sale of a company usually comes with its goodwill. In fact, in many cases goodwill is the crown jewel of the business. The last thing a buyer wants, is to pay top dollar for the business only to…
Posted in boilerplate provisions, California, choice of law provision, Delaware, noncompete area, reformation Tagged with: California noncompetes, choice of law provision, noncompete area
Court concludes that seller of business did not breach implied obligation to not solicit former customers
Seller develops, markets, and sells a variety of over-the-counter and prescription medications. Seller’s Owner owns Seller and is Seller’s CEO, president and secretary. Buyer entered into the asset purchase agreement with Seller. Pursuant to the asset purchase agreement, Buyer paid approximately…
Employer breach of employment agreement results in no enforcement of employee non-compete
Employee began his career in physical therapy in 1994. He worked as an independent contractor until joining Target as an employee in 2008 to manage a number of physical therapy clinics in southern Delaware. In 2008, Employee and Target executed the…
Allegations were enough, if true to establish that business sellers breached their noncompetition, nonsolicitation and confidentiality covenants
Buyer is a full-service specialty contract manufacturer of automotive, household, insecticide, and pesticide aerosols, based in St. Clair, Missouri, about 50 miles southwest of St Louis. Target is a specialty chemical contract packager, which manufactures aerosols, liquids, and bag-on-valve products,…
Buyer did not terminate employment agreements with owners of selling accounting firm for cause
In November 2014, Buyer, an accounting firm in Plymouth, Indiana (about 27 miles south of South Bend, Indiana) acquired Seller, an accounting firm in South Bend, through an asset purchase agreement. At the closing Buyer entered into employment agreements with…
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…
Buyer of stock of title and escrow company can enforce noncompete and nonsolicitation provisions in target’s employment agreements
Target was a title and escrow company located in West Jordan, Utah (greater Salt Lake City area). Target’s Manager and Target’s COO/general counsel signed employment agreements with Target. Target’s Manager’s employment agreement, executed in August 2003, stated that she would…
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…
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