Legal Question in Business Law in Florida

Owners/Shareholder responsibility for Co they sold

Can my Co. file suit against past owner and 100% shareholder (two different people) for paying off debts of the Co. prior to us buying it, with worthless checks or an account with insufficient funds, whereupon once I took over ownership I had to cover the bad check with funds of my own (from the new Co.) when they should have been paid by the past owner/Co.


Asked on 11/30/98, 12:43 pm

2 Answers from Attorneys
Alexander M. Rosenfeld Rosenfeld & Stein, P.A.

Re: Owners/Shareholder responsibility

An examination of the contract relating to the transaction is necessary to provide you with an accurate answer, as is a review of the closing documents. It seems that there a liability to you for those items. If you are in my vicinity please call for an appointment...305-940-8080. The initial 15 minutes is without obligation.

Alexander M. Rosenfeld

Rosenfeld & Stein, P.A.

18260 NE 19 Ave


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Answered on 1/18/99, 7:47 pm
Phillips O'Shaughnessy

Former Shareholder Liability?

I lean towards thinking yes: it seems a species of deceit. Additionally, many closing documents contain provisions about debt status of the acquired company as of date of closing. The above is offered to help you in considering whether or not to hire counsel. No attorney client relationship is established by this communication. I have a satellite office by appointment only in Ft. Lauderdale if that is your neck of the woods. Because email is not private, please consider calling any attorney for fact specific confidential discussions. Regards.

Phillips O'Shaughnessy

Phillips P. O'Shaughnessy, P.A.

1102 Terrace Glen


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Answered on 1/16/99, 5:16 pm


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