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Trust but Verify-Business Seller Failed to Verify Accuracy of Earnout Statement

Introduction A buyer and seller of a business often use an earnout when they can’t agree upon a purchase price. In that case, the purchase agreement provides for a buyer calculation of the earnout amount, along with an earnout dispute

Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception 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: , ,

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

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