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Tag Archives: Asset Purchase

Contract – Asset Purchase – Good Faith & Fair Dealing – Environmental Report – ‘No Shop’ Clause – Unfair Trade Practices (access required)

Heron Bay Acquisition, LLC v. United Metal Finishing, Inc. (Lawyers Weekly No. 011-054-16, 16 pp.) (Valerie Zachary, J.) Appealed from Guilford County Superior Court (James Gale, C.J.) N.C. App. Holding: Even though the defendant-sellers’ environmental consultant delayed filing his report ...

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Contract – Labor & Employment – Asset Purchase – Restrictive Covenants – Tort/Negligence – Embezzlement – Civil Practice – Response Brief & Affidavit (access required)

Artistic Southern Inc. v. Lund (Lawyers Weekly No. 15-15-1118, 31 pp.) (Louse Bledsoe III, J.) 2015 NCBC 109 Holding: On the day that plaintiff bought the assets of defendant Lund’s former employer, Lund’s employment contract with his former employer (which ...

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Corporate – Asset Purchase – de Facto Merger – First Impression – Insufficient Showing – Landlord/Tenant – Past Due Rent – Successor Liability – Mere Continuation (access required)

Lattimore & Associates, LLC v. Steaksauce, Inc. Even if N.C. law includes the de facto merger exception to the general rule against successor liability, the exception would not apply to this asset-purchase case. Plaintiff has not shown continuity of the seller-corporation’s management, physical location or business operations; plaintiff has not shown that the defendant-purchasers paid for the seller-corporation’s assets by an exchange of shares; plaintiff presents no evidence that the seller-corporation liquidated or dissolved itself following the transaction; and plaintiff has not shown that the purchasers assumed the liabilities and obligations “ordinarily necessary” for the uninterrupted continuation of the seller-corporation’s business operations.

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