Purchase Agreement

News & Analysis as of

Should You Litigate In Court or Arbitrate the Dispute?

Faced with the rising costs of doing business in our increasingly litigious society, today's employers are looking at any way to manage fees and costs associated with resolving disputes over employment decisions. Some of the...more

Superior Court Interprets New Jurisdiction Statute

Delaware recently amended Section 111 of the DGCL to confer jurisdiction on the Court of Chancery over certain actions arising out of asset sales. The intent was not to divest Superior Court of jurisdiction when the dispute...more

California appeals court rejects ‘creative’ sham guaranty defense

In what can only be described as pure “chutzpah,” a commercial real estate investment fund argued that it was the alter ego of its property-level SPE to avoid liability under a guaranty. While the strategy worked in the trial...more

Federal Patent-Agent Privilege Not Recognized in Texas State Courts

Finding that Texas state courts lacked authority to recognize common-law discovery privileges, the Texas Court of Appeals for the Fifth District refused to recognize the US Court of Appeals for the Federal Circuit’s recently...more

Damages for Seller’s Breach of a Real Estate Purchase and Sale Agreement: a Recent Case Example

When a seller breaches a purchase and sale agreement and fails to complete the sale to the buyer, the buyer’s usual remedy is to seek “specific performance” of the agreement — i.e., a court judgment ordering the seller to...more

Back to the Bulgarian Bad Guy, So Say the Justices

My blogging sensei Cordell Parvin says the title should always inform the reader of the content. Mea culpa on this one; I couldn’t resist the alliterations. Some time back I reported on Carlton Energy Group et al v....more

Delivery Dilemma

Blue Art Limited, a UK company (“Blue Art”), is suing art dealer David Zwirner and his gallery, a contemporary art gallery in New York and London, for breach of contract and fraudulent concealment and inducement, regarding an...more

Buyer Beware – Know Your Contract and Get a Good Inspection!

Anyone who has bought or sold residential property is likely familiar with the Residential Property Disclosure Form. It is a form required by statute to be completed by the property seller, and its purpose is to reveal to...more

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

Sellers of Certain Connecticut Real Estate Required to Attach Housing Disclosure Form To Purchase Agreements

On May 16, 2016, the Connecticut General Assembly enacted Public Act 16-16, which requires sellers of Connecticut real estate consisting of two or more units to attach to purchase agreements, options and leases which contain...more

Fifth Circuit Rejects Misbehavior Challenge To Arbitration Award

Foundation Surgery Affiliate of Southwest Houston, LLC (“Southwest”), the owner of a surgical and imaging facility in Houston, entered into a purchase and sale agreement in 2008 with Rainier Capital Acquisitions, LP, which...more

NLRB Decision Potentially Expands "Perfectly Clear" Successorship Rule

The National Labor Relations Board (NLRB) issued a decision in Nexeo Solutions, LLC earlier this week, ruling that the buyer in an asset purchase of the seller’s business was a "perfectly clear" successor. As a result, the...more

South Carolina Supreme Court Decision Impacts Enforceability of Arbitration Provisions in New Residential Construction Sales...

On July 6, 2016, the South Carolina Supreme Court filed its Opinion No. 27645, captioned Smith v. D.R. Horton, Inc., in which it affirmed the Court of Appeals' refusal to compel arbitration between new home purchasers and the...more

New Bauhaus v. American Green

Partner Kevin Broerman prevailed on a commercial binding arbitration using the American Arbitration Association (AAA). Claimant asserted damages in excess of $5 million (capped pursuant to agreement with AAA at $1.5 million)...more

The Common Interest Doctrine: Lessons on avoiding an inadvertent waiver of the attorney-client privilege

Most lawyers are familiar with the general rule that a client waives the attorney-client privilege by disclosing the privileged information to third parties. The common interest doctrine, however, provides an exception to...more

Georgia’s ‘Y’allywood’ Film Tax Credits Irresistible to Buyers

“Y’allywood” is quickly supplanting “Hotlanta” as the cringe-worthy, yet seemingly ubiquitous term used to describe Atlanta’s new starring role. Like it or not, Y’allywood aptly captures the moment and growing trend that...more

Convertible Debt Term Sheets – What Companies Need to Know

Convertible debt is a type of financing companies frequently seek as a prelude to their first significant preferred equity financing, or as a bridge round between equity financings. A convertible debt round will typically...more

By the Way, What About the Post-Closing Credit Enhancement?

As counsel to seller, you have finally resolved the final language for the representations and warranties made by the seller in a purchase and sale agreement (“PSA”) for a significant commercial real estate asset. You have...more

Restrictive Covenants: What Are They And Why Should You Care?

Restrictive covenants have a significant and substantial impact on the use and value of property; yet they are often ignored entirely or not considered until the end of the due diligence period before purchasing the property....more

Fishermen Avoid Being Caught In Arbitration’s Net

What are the defining characteristics of an arbitration agreement? The dissent in a new 9th Circuit case took on that vexing issue, while the majority sidestepped it altogether while refusing to compel arbitration....more

Layoffs Without WARN-ing: How to Use the Unforeseeable Business Circumstance Exception

A recent federal trial court decision out of Delaware, In re AE Liquidation, Inc. v. Burtch, No. 14-1492-LPS (D. Del. Mar. 31, 2016), illustrates how, even in the context of a very troubled business, the Worker Adjustment and...more

How to Collect Money You are Owed

It is no secret that cash flow is vital to any business, and the key to cash flow it to timely collect money that is owed to the business. Selling a product or providing a service is of no benefit to the business if it does...more

Retaining neutral accounting experts in M&A working capital disputes

A typical provision in a purchase and sale agreement requires the buyer, post-closing, to provide a “true-up” of the target's net working capital agreed upon by the parties at closing. If the seller disagrees with the...more

Indemnity In Share Purchase Agreement Only Covered Half The Loss

In Capita (Banstead 2011) Ltd v RFIB Group Ltd [2015] EWCA Civ 1310 a seller of a company was only partially liable under an indemnity for losses incurred by the purchaser (on behalf of the company) as a result of negligently...more

Disclosure Packets and Resale Certificates: Statutory Updates

Since our last postings on the subject of disclosure packets, the General Assembly has adopted several minor Code changes to clarify existing provisions: Delivery by Overnight Carrier The Code section providing for...more

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