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Business Buyer Sues Key Former Seller Employee for Using Seller Business Cards

Introduction A key employee in a service business may have valuable personal relationships with the company’s clients. A buyer of the service business risks the key employee walking out the door with company clients after the closing. The deal Here,

Posted in business cards, trade secret misappropriation by former seller employee Tagged with:

Medical Practice Buyer Sues Selling Doctor for Post-Closing Taking of Patient List

Introduction A patient list may be a valuable and confidential asset of a medical practice. Therefore, a buyer of a medical practice will want to keep the selling doctor from taking the patient list with him or her after the

Posted in trade secret misappropriation, trade secret misappropriation by former seller employee Tagged with:

Business Asset Buyer Wins Successor Liability Skirmish with Union

Introduction This is a continuing saga of a business asset buyer’s post-closing battle with a seller’s union. Chapter 1 is found in an earlier blog: http://www.mk-law.com/wpblog/court-says-asset-buyer-of-business-can-sue-seller-for-failure-to-disclose-its-union-contract-obligation/ The deal The seller and buyer both performed waterproofing, concrete and masonry restoration, and

Posted in actual knowledge, constructive knowledge, successor liability, union liabilities Tagged with: , , ,

Court Says That Buyer of Business Not Likely to Win Trade Secret Suit

Introduction A buyer of a business sued the seller’s owner to stop him from competing against the owner’s old business. The deal This case involved the sale of a seafood distribution business. The seller was a San Francisco based organic

Posted in asset purchase agreement, trade secret misappropriation by former seller employee Tagged with: , ,

Buyer’s purchase price may triple post-closing because of underfunded union pension plan

Seller was a wire-forming company. A collective bargaining agreement with the union representing its workforce obligated Seller to contribute to a multiemployer pension plan on behalf of the employees. In September 2013, after Seller determined that it could not stay

Posted in asset purchase agreement, constructive knowledge, distressed business acquisitions, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, successor liability, union liabilities

Court finds that buyer of a California union skilled nursing facility had no constructive knowledge of seller’s multi-employer pension plan withdrawal liability

This is a follow up to a discussion of an earlier June court decision involving the same business buyer. http://www.mk-law.com/wpblog/buyer-of-a-california-union-skilled-nursing-facility-faces-multi-employer-pension-plan-withdrawal-liability-if-buyer-had-constructive-knowledge-of-the-potential-liability/ Buyer purchased a 99-bed skilled nursing facility located Santa Clarita, California from Seller through an asset purchase agreement that closed

Posted in asset seller's liabilities, constructive knowledge, due diligence, federal multiemployer pension plan withdrawal liability, multi-employer pension plan, post asset purchase issues, successor liability, union liabilities

Court says asset buyer of business can sue seller for failure to disclose its union contract obligation

In this post-closing lawsuit, Unions comprised four jointly-managed multiemployer employee benefit plans. Seller was a Nebraska corporation which performed waterproofing, concrete and masonry restoration, and roofing services in Nebraska and the Midwest. Buyer was also a Nebraska corporation, performing commercial

Posted in due diligence, fraud in business sale, post asset purchase issues, representations and warranties, successor liability, union fringe benefits, union liabilities

Buyer of trucking business held liable for unpaid compensation of former seller employees under the federal layoff notice law – the WARN Act

Seller, based in Little Rock, Arkansas, owned and operated a commercial trucking business that serviced customers throughout the United States. On December 4, 2008, Seller and Buyer (also a trucking company with headquarters in Indianapolis, Indiana) entered into a written

Posted in layoff notice law or Warn Act, post asset purchase issues

Buyer of a California union skilled nursing facility faces multi-employer pension plan withdrawal liability if buyer had constructive knowledge of the potential liability

Buyer purchased a 99-bed skilled nursing facility located Santa Clarita, California from Seller through an asset purchase agreement that closed on January 5, 2015. After the closing Buyer was sued by a multi-employer pension plan (union pension plan) for Seller’s

Posted in constructive knowledge, multi-employer pension plan, union liabilities

Buyer lost business because he withheld note payments owed to seller upon buyer’s discovery of seller’s fraud where note was secured by seller’s stock

Sellers were the owners of Company, a waste collection, disposal, and processing company engaged in business in the Washington, D.C. area. In 2016, Sellers decided to retire. In February 2016, Sellers proposed to sell Company to Buyer, who had served

Posted in offset right, post asset purchase issues, promissory note

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