Explore the case of a Texas-based seller’s earnout dispute and the consequences of failing to verify earnout calculations. Learn valuable lessons for business sellers in M&A deals September 3, 2019 M&A Stories Introduction: When buying or selling a business, disagreements…
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Earnout Dispute: Lessons for Business Sellers
Posted in earn out, earn out dispute procedure, economic loss doctrine, fraud in business sale, fraud in the inducement exception Tagged with: business seller lessons, Delaware Federal District Court, dispute resolution, Earnout Calculation, earnout statements, economic loss doctrine, environmental management services, fraud claims, M&A earnout dispute, Richie v. Hillstone Environmental Partners, Texas seller
M&A Integration Provision and Exclusive Remedy Clause: How They Impact Seller Claims
June 15, 2019 M&A Stories Introduction: In a recent case involving the sale of a mortgage service business, a crucial legal provision, the APA Integration Provision, and an Exclusive Remedy Clause played a significant role in determining the outcome. Let’s…
Posted in earn out, economic loss doctrine, exclusive remedy, integration clause Tagged with: Asset purchase agreement (APA), Business Closure, Case Reference: In Re Allonhill, Colorado Choice of Law, Contractual Remedies, Court's Decision, Denver-Based Seller, Earnout Payments, economic loss rule, Exclusive Remedy Clause, Houston-Based Buyer, integration clause, legal challenges in M&A, Legal Provisions in M&A, LLC, M&A Integration Provision, M&A legal blog, Material Misrepresentations, Negligent Misrepresentation, Seller Claims, Tort Liability
M&A Buyer of Urgent Care Center Chain Can Sue Target Owner for Breach of Blue Cross Agreement Requirement That a Physician Always Be On Site
M&A Stories December 21, 2018 A Baltimore-area buyer operating urgent care centers across multiple states acquired a Pennsylvania-based urgent care chain in 2015. The seller held third-party payor agreements — including one with Independence Blue Cross — that required a…
Posted in Buyer beware, due diligence, economic loss doctrine, material contracts, representations and warranties Tagged with: Buyer's legal action, Case Study, due diligence, fraud, Gusdorff v. MNR Industries LLC, healthcare acquisition, lost profits, M&A legal blog, Material breach, physician absence, Purchase agreement, third-party payor agreements, urgent care center
M&A Buyer’s Fraud Claim Barred by Wisconsin’s Economic Loss Doctrine – It Would Have Survived Under Wisconsin Statute Section 100.18
M&A Stories December 7, 2018 T.C. Products was a Madison, Wisconsin contract manufacturer that mixed custom vitamin blends for animal feed producers. The company’s president and vice-president each owned 50% of the stock. In 2012, the president sold his 50%…
Posted in economic loss doctrine, fraud in business sale, negligent misrepresentation, tort misrepresentation in M&A Tagged with: Breach of fiduciary duty, business litigation, Buyer's rights in M&A, economic loss doctrine, Fraud Carveout, Fraudulent inducement, Legal dispute, M&A misrepresentation claim, stock purchase agreement, Tort claims in M&A, Wisconsin contract manufacturing
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