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…
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Franchise Buyer’s Fraud Claim Impacts Seller’s Collection Efforts
Posted in asset purchase agreement, fraud in business sale, promissory note, rescission Tagged with: asset purchase agreement, Buyer's Rights, Court decisions, due diligence, Franchise buyer, Fraud allegations, legal battle, LLC, LLC v. JB2 Fitness, M&A Case, New York law, promissory note, Rescind transaction, Seller's collection efforts, Summary judgment, Viveros Fitness, Warranty claims
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: agreement to agree, Ambiguity in agreements, Annual interest rate, Asset deal dispute, Bloom Master case analysis, Bloom Master Inc. v. Bloom Master LLC., Clarity in contracts, Contract adjustment, Contract clarity, Contract dispute resolution, Expected sales numbers, Legal disputes in M&A, Legal lessons, M&A agreement terms, M&A contract recommendations, M&A litigation, Note payment provisions, Purchase money note, Purchase money note adjustment, Sales expectations
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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