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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

Buyer purchased hospital in bankruptcy, free and clear of a state age discrimination claim against seller

On May 28, 2014. Seller, a 211-bed independent community hospital located in the greater Newark, New Jersey area, entered into an asset purchase agreement with Buyer, a for-profit hospital chain based in California, for the sale of Seller’s hospital to

Posted in buyer's assumption of seller liabilities in asset acquisition, distressed business acquisitions, post asset purchase issues, seller's age discrimination claims

Court holds that an asset buyer of an alarm business was not bound by a federal injunction applying to seller because the buyer had no notice of the injunction before the closing

In 2012, ADT (the largest security company in the United States and Canada) filed a complaint against the seller that alleged violations of the federal trademark laws. ADT claimed that the seller made false statements to customers of ADT to

Posted in post asset purchase issues, seller's federal injunctions

Court allows business asset buyer to sue seller’s employee-owner for using trade secrets buyer purchased from seller to compete against the buyer

In this case, the buyer is a security system installation, servicing, and monitoring company with residential and commercial customers.  In November of 2016 it purchased the assets of the seller which was in the business of providing central station monitoring

Posted in post asset purchase issues, trade secret misappropriation by former seller employee

Court finds that buyer of assets of a business with union employees is not alter ego of seller

This case is about a suit filed by a labor union to collect supplemental union dues from the buyer of the assets of a landscaping business which had union employees. The seller had been in business since 1988. Its sole

Posted in alter ego, union liabilities

Asset buyer may be liable under for asbestos claim for failure to warn about asbestos dangers of product sold by seller

One major advantage of buying the assets of a business as opposed to buying the company (for example, buying the stock of a corporation) is that the buyer can generally pick and choose what seller liabilities the buyer will be

Posted in duty to warn, post asset purchase issues

Asset buyer may be liable under federal Family and Medical Leave Act for not promptly hiring seller employee coming off leave

This case out of New Jersey teaches an asset buyer to keep an eye on seller’s employees that are on family or medical leave at the time of the closing. In this case the buyer was part of the Albertson

Posted in Family and Medical Leave Act, post asset purchase issues

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