It is common to hire a lawyer whenever there is the sale or purchase of an on-going business. Ascertaining specifically what is being acquired, the timing of the acquisition and the status of operating agreements, vendor and liabilities is essential for the transaction to succeed for both parties.
In addition to drafting and review of purchase and sale agreements and bills of sale, other laws may come into play and determine the form of the transaction. For example, where there is a “bulk sale” – a sale out of the ordinary course of business of more than half of the seller’s inventory or equipment, see Commercial Code section 6102 -- other legal requirements may come into play, such as publication, and withholding and payment of creditors.
Notably, if the buyer does not comply with the bulk sales requirements, and creditors of the seller are not paid, then the buyer may be liable to the creditor.
If you have a question about your legal rights, or wish to speak to an attorney about your situation, please call us today at 510-663-9240, or contact us online to discuss your legal rights.