Legal Question in Real Estate Law in California

Re: Sale of business - buyer angry

Based upon only what you told us so far, you have no liability for their expenses.

Re: Sale of business - buyer angry

Basically, unless there is something in writing requiring you to participate in paying any of their expenses applicable to a negotiation situation you have no liability whatsoever. The only basis that I could see would be based upon an idea that you include face it did not perform, negotiate or attempt to purchase their business. The question I have is where you represented by an attorney in all of this, and if not why not. It may have been to your advantage to have an attorney represents you to make sure that the documentation that you excepted was something that was excepted without "penalty". If they processed and you wish to deal with them accordingly I have practiced law in the San Francisco Bay area for over 30 years and feel quite confident in terms of my familiarity with your problem. If you wish to contact me to set up an appointment please call me at 925-945 -- 6000.

Re: Sale of business - buyer angry

I assume from your question that you never reached an agreement, and never signed a contract, to acquire the business. If this is the case, you should not have any liability. Please realize, however, that anyone can sue another person for almost anything and I would not be surprised if they sued you. My suggestion is that you either ignore or refuse their demands (keep your response simple) and see an attorney if they actually sue you.

Re: Sale of business - buyer angry

Buyer angry? Sounds as though you mean the seller is angry. And what do you mean by "all the fees they incurred in making this decision-- sounds as though YOU made the decision.

I would say that unless your company was the original moving party and made all the initial and follow-up overtures, and the target company took no initiative and was not for sale before you approached them, you are unlikely to be liable for any costs they incurred.

On the other hand, if your company made the initial approach, the other company was not then on the market, and you induced them to incur costs on some kind of implied promise to make an offer, and then you backed out, your company could conceivably be found liable for certain costs. So, it isn't black and white.

The broad general rule in most negotiations between companies respecting a buy-out or merger, each bears its own expenses and costs. The exception occurs only rarely and then only when the target company wasn't shopping for a deal and was induced to incur expense on an implied promise of some kind.