Legal Question in Business Law in Minnesota

Re: minnesota contract laws

Thank you for your question.

Contracts, including contracts for the sale of business assets, can generally be either oral or written. An oral contract can be established by correspondence between the buyer and seller, memoranda, or any other writings, even if the writings are not formally entitled a "contract." Further, even if there is no written evidence of the contract, the terms of the agreement can be established by the conduct of the parties.

An oral contract, even one established merely by the conduct of the parties, is enforceable. If there has been a breach by the buyer, the seller can sue for damages, including the balance due on the contract.

Whether you are the buyer or seller, you would be well advised to obtain the assistance of an attorney if there is a dispute about the terms of the contract or the manner in which it can be enforced.

If you have further questions or require assistance, my contact information is provided below.

Re: minnesota contract laws

If the transaction is being fulfilled, a court would likely enforce the contract, esp. if the Seller signed it and the performance by the Buyer is in unequivocal reliance on the written contract.

Is there a breach? Other issues with the transaction?

I have 25 years experience in Business Law, including business sale transactions.

Re: minnesota contract laws

The seller's and buyer's course of conduct in documenting the transaction will be key to the outcome. Regardless of whether the contract was signed, the buyer's course of conduct is evidence of an agreement, and a court may enforce it. You should have an attorney review all of the sale documentation, signed and unsigned, to advise you on whether the transaction is or may be valid, and the costs and risks associated with enforcing it.