Blog Archives

Purchase Price Royalty for SaaS Business Didn’t Include Professional Fees

Introduction The seller’s purchase price royalty for sale of a software as a service business did not include post-closing hourly professional fees. The deal The seller is a Seattle based systems integration firm that developed a cloud-based application that lets

Posted in purchase price, royalty Tagged with: ,

APA Integration Provision and Exclusive Remedy Clause Bars Seller Claim

Introduction A seller of a mortgage service business could not sue its asset buyer in tort for negligent misrepresentation. The deal The seller was a Denver based company that was formed after the 2008 financial crisis to assess and verify

Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: , ,

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

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

Purchase agreement required working capital dispute to be resolved by arbitration not expert determination

Seller is a Delaware corporation involved in the enterprise risk intelligence software business. On October 16, 2017, Seller and Buyer entered into an asset purchase agreement under which Buyer purchased substantially all of Seller’s assets. The asset purchase agreement provided for a

Posted in arbitration vs expert determination, dispute resolution provision, purchase price, working capital adjustment Tagged with:

Seller of target receiving privately held buyer stock failed to allege facts that established that buyer’s alleged fraud caused seller’s economic loss

Target is a Dallas based technology-consulting limited liability company and was owned by Sellers. Buyer is a technology services company then based in Jacksonville, Florida, and then owned by Buyer’s Owners. Buyer is privately held and not publicly traded. In

Posted in buyer's stock as currency, federal securities fraud, financial representation and warranty, purchase price, representations and warranties, stock purchase agreement, tying fraud to economic loss

Stock buyer of target and stock seller in post-closing fight over target’s cash

Sellers incorporated Target in 1994 and owned all the shares of Target. Target’s assets consisted of two buildings in Old San Juan, Puerto Rico and two bank accounts at UBS. Through Target, Sellers rented the buildings—a commercial space and six

Posted in book value adjustment, cash and cash equivalents, Description of business assets purchased, net working capital adjustment, stock purchase agreement

Court says buyer was barred from pursuing claim for seller breach of software representation by settling purchase price adjustment dispute

Buyer, a Jacksonville, Florida based insurance company, purchased Target, a Ft. Lauderdale, Florida based private insurance company and its subsidiaries from Seller pursuant to a stock purchase agreement. In the stock purchase agreement, Seller represented and warranted, that a software

Posted in book value adjustment, purchase price

A seller of a business must go to court to enforce its right to an earn out

This story is about Sandy. She founded and owned a company that designed, manufactured, and sold decorative garden sculptures that glowed at night: a solar unit inside the sculpture. She sold them under the Garden Meadow trade name.  We will

Posted in earn out, purchase price

Recent Comments

Categories