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Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts

Explore a complex M&A case where a buyer’s fraud claim challenges a promissory note, leading to a legal battle and an important court decision. Gain insights into the interconnection of purchase agreements, note obligations, and fraud allegations. July 8, 2019

Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: , , , , , , , , , , , , , , , ,

Ambiguous Payment Provision Sparks Legal Dispute

Explore the pitfalls of unclear purchase money note adjustment provisions in M&A agreements through the Bloom Master Inc. v. Bloom Master LLC. case. Learn how to avoid disputes with these M&A agreement recommendations. June 9, 2019 M&A Stories Introduction: In

Posted in agreement to agree is unenforceable, note payment amount adjustment, promissory note, purchase price, purchase price adjustment Tagged with: , , , , , , , , , , , , , , , , , , ,

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

Posted in asset purchase agreement, financial representation and warranty, membership interest purchase agreement, offset or setoff provision, offset right, promissory note, representations and warranties Tagged with: , ,

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

Posted in Buyer beware, environment representations and warranties, environmental remediation, escrow, indemnification, promissory note, purchase price reduction, stock purchase agreement

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

Posted in implied covenant of good faith and fair dealing, promissory note, subordination

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

Posted in discharge in bankruptcy, misleading personal financial statement, personal guaranty, promissory note

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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