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Trust but Verify-Business Seller Failed to Verify Accuracy of Earnout Statement

Introduction A buyer and seller of a business often use an earnout when they can’t agree upon a purchase price. In that case, the purchase agreement provides for a buyer calculation of the earnout amount, along with an earnout dispute

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: , , , , , ,

Seller Loses Earnout Suit – No Strategic Buyer Bad Faith

Introduction The Seller got past a motion for summary judgment in its gross profits earnout lawsuit against its strategic buyer. See http://www.mk-law.com/wpblog/court-gives-pharmacy-seller-chance-to-collect-earnout/ for my earlier blog about the summary judgment motion. But, although the seller won the battle, it ultimately

Posted in earn outs, implied covenant of good faith and fair dealing Tagged with: ,

Lawsuit Over EBITDA Earnout “Determined in Accordance With Buyer’s Historical Reporting Policies”

Introduction This is another post-closing M&A dispute over an EBITDA earnout. The deal The seller was a San Jose based small security guard service. It sold its assets in September 2016 to a Georgia based nationwide security company with about

Posted in bad faith, corporate overhead, de facto merger exception, earn outs, EBITDA Tagged with: ,

Business Seller Accuses Buyer of Earnout Manipulation

Introduction A seller of a business wants to receive the highest price, and payable in cash at closing. The buyer might want to pay seller’s price but is not sure it is worth that much. How do you bridge the

Posted in bad faith, earn outs Tagged with: , , ,

Case demonstrates the risk of a seller of a business runs in agreeing to deferred purchase price in form of royalties

Between 1987 and 1999, Seller developed two software products. Both programs were designed to assist pharmaceutical companies and other related industries regulated by the Food and Drug Administration to comply with reporting and record-keeping obligations. Buyer was founded in 1997

Posted in earn outs, purchase agreement Tagged with: , ,

Court permits seller of PR firm to sue buyer for lost earnout for allegedly taking actions that hurt target’s net earnings

Target was a privately held public relations firm based in Darien, Connecticut, 37 miles northeast of New York City. Buyer is a New York City based brand marketing and production studio. In August of 2016, Buyer purchased all of Target’s

Posted in earn outs

Risk of earn-outs in sale of RV business

Buyer, with headquarters in Wichita, Kansas, is in the business of providing services and products to companies in the recreational vehicle (`RV”) industry. Target is based in the greater Dallas-Fort Worth area and specializes in manufacturing and selling window shades

Posted in anti-reliance clause, earn outs, fraud in business sale

Seller of Oregon dental practice struggles in lawsuit to recover an earnout

The seller sold its dental practice to the buyer, a dental care practice with about 200 offices located in several states, pursuant to an asset purchase agreement. The buyer purchased the practice for $2.8 million in cash. The asset purchase

Posted in dental practice sale, earn outs

Seller of business learns lesson about risks in an earn out

Today I want to talk about a seller of a business who learns how buyer’s problems can hurt his chances of receiving an earn out. Our story is drawn from a case that was tried before the nation’s oldest business

Posted in due diligence, earn outs, representations and warranties

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