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Court said it may be reasonable for business buyer to rely on seller oral representation about competition

Target, based out of the Kansas City area, provides movie theater digital marketing/advertising and movie theater concessions. Sellers were the owners of Target. Buyer is a Texas capital investment limited liability company. In early 2015, Sellers circulated a solicitation seeking

Posted in anti-reliance clause, due diligence, extra-contractual fraud, negligent misrepresentation, reliance

Sellers of company receiving stock of buyer could not sue buyer’s owners for federal securities fraud omissions committed during negotiation

This dispute stems from a written purchase agreement between Sellers and Buyer. Under this agreement, Sellers sold their interest in their technology consulting company, Target, to Buyer. In the summer of 2012, Sellers began marketing their company for sale. Shortly

Posted in anti-reliance clause, fraud in business sale, full disclosure rep, reliance

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

Court holds that buyer of business can’t sue the seller for fraudulent misrepresentations made in the target’s data room

The buyer is a leading creator of the graphics used in live television broadcasts and in other media, with offices around the world. The target creates graphics and other media for high schools, colleges, and professional sports teams in their

Posted in anti-reliance clause, fraud in business sale

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