Legal Question in Business Law in California

Re: Buyer change of heart in the last minute

Yes. You would have causes of action for breach of oral and written contract, misrepresentation, etc. Your damages would be any loss or increase that you actually incurred such as lost vendors, the lease, loss of customers, time and expense associated with the transaction and training the defendant. We can certainly assist you with the filing of the lawsuit should you desire. Good luck and thanks for inquiring.

Re: Buyer change of heart in the last minute

You might have claims for fraud, interference with contractual relations, interference with prospective business advantage, promissory estoppel, and breach of contract.

I would need to know more about the specifics of your conversations with the prospective purchaser.

Re: Buyer change of heart in the last minute

Thank you for your posting, and I'm sorry to hear about your unfortunate situation.

First, I hope this is a lesson to get any agreements regarding business in writing in the future. It would make any of the options that follow much easier.

You can claim breach of contract and sue this person for damages. Although the traditional argument would have been that by giving you a check, it created an option contract, giving you and the seller the option to keep an offer open until a certain time period, and that the option contract was breached by non-payment, and not the contract to sell the business necessary.

The better legal strategy for you, I believe, is to state that a contract was created by the buyer's actions (including tendering the check and holding herself out as the 'new owner', in combination with your reliance on that action, in not selling to anyone else or making other plans.

Your damages may be somewhat speculative, but would include the value of the profit had you sold on the date intended, versus waiting until later, and your out of pocket expenses to list and sell the business again. Litigation of this nature is expensive, somewhat messy, and without a written agreement, your level of success is going to depend upon your witnesses, other supporting documents, and evidence in your favor in general.

I hope that this information helps, but if you have further questions you need answered, want more information, or feel that you need legal representation, please email me directly at [email protected]. I am happy to help in any way that I can.

Re: Buyer change of heart in the last minute

you bet you have a right to sue -- the problem with your situation is what is the amount of damage you suffered and how can we solve the problem of your loss of business to getting you back to normal --- difficult but not overpowering -- i can help you solve the problems but i will have to consult with you first to determine what you want and what i can do for you --- 925-945-6000 if you wish

Re: Buyer change of heart in the last minute

With due respect to the other attorneys who have responded, I do not think you have a leg to stand on (based on the limited information we had). It sounded like you had an agreement to make an agreement. As the agreement contemplated the signing of an agreement, there is no agreement without out a signature. That is why there are preliminary contracts, deposit receipts that outline when you the deposit is considered forfeited, etc. Next time, consult your attorney early on.

Joel Selik

Broker/Attorney

www.SelikLaw.com

Re: Buyer change of heart in the last minute

Your case is neither strong nor hopeless. Instead, it is in between, with some merit but many practical problems. You might get a verdict in your favor after 18 months of expensive pre-trial and trial litigation, only to find that your "buyer" was penniless and the judgment uncollectable.

Without knowing whether the business can be salvaged, I can only suggest that you consider rehabilitating the business and preparing it for offer to a reputable (and preferably CASH) buyer on a written agreement as a better long-term economic proposition that filing a lawsuit...you might win, but it would be costly and take forever.

Without knowing more, I can't be sure this is the best advice for YOU, but for many in your circumstances you'd be better off salvaging and healing the business, making it profitable and attractive to buyers, then marketing it and getting real money. Probably quicker than a lawsuit and a bigger net payoff.

Under the circumstances your claim on the bad check is substantially diluted by the fact that the buyer got nothing in return (no merchandise, no cash, etc.) and as the bride left at the altar it may not feel that way, the fact is there is nothing you can demand in restitution for the failure of the check to clear.