Introduction It can be easy for a creditor to obtain a judgment against a debtor that has defaulted on payment of a promissory note. Essentially all the creditor must do is produce the signed note and prove nonpayment. But not…
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Vague APA Note Payment Adjustment Provision Results in Lawsuit
Introduction This post closing asset deal dispute could not be resolved by summary judgment because the purchase money note adjustment provision was held to be an unenforceable agreement to agree. The deal The Utah based seller manufactured a garden planter…
Company Buyer Stops Note Payments to Seller, Claims Inaccurate Books
Introduction A buyer of a business never knows for sure what it is getting until after the closing. How does a buyer minimize the risk of overpaying for a business? Well, in addition to kicking the tires (due diligence), the…
Seller’s indemnification for environmental remediation costs capped by escrow amount and note adjustment provision
Seller was the owner of Target, a business located in Palo Alto, California that specializes in the electroplating of metal components for industrial use. On June 19, 2014, Seller executed a letter of intent to sell all of Seller’s shares…
Seller of business had no obligation to subordinate its purchase money promissory note to buyer’s bank
Target is a business located in Palo Alto, California, which specializes in the electro-plating of metal components for industrial uses. In the spring of 2014, Seller (the sole owner of all shares in Target) was approached by representatives of companies…
Seller of business challenges bankruptcy discharge of owner’s personal guarantee of buyer’s note because owner did not disclose to seller a Department of Labor obligation
Seller was based in the greater Houston area, and owned and operated a franchise business which provided the elderly with in-home care services. Buyer’s Owners (husband and wife) wanted to buy the business from Seller. Seller and Buyer’s Owners negotiated…
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…
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