Legal Question in Business Law in Washington

I just bought a small business. The business had a contract with another company for some work. Do I have to honor that contract? The Purchase Agreement did not address it and there is no successor clause.


Asked on 10/29/09, 11:54 am

2 Answers from Attorneys

James Vasquez In Pacta, PLLC

Before you decide to cancel the contract or go with another vendor I would advise that you have an attorney review the purchase agreement because although the specific contract may not be explicitly referenced in the agreement that doesn't mean that you did not purchase the business subject to it.

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Answered on 11/03/09, 1:51 pm
Amir John Showrai The Pacific Law Firm, PLLC

Regardless of whether there is a successor clause, if it is the same company that owes another company a duty under a valid contract, and if you decide not to honor that contract, I think you risk a lawsuit. I don't know the terms of the contract in question, but if it is at all feasible to follow through, you ought to consider it.

If you did your due diligence and asked for complete company records, including outstanding obligations, this contract in question should have come up. If it was withheld, then you may have a bone to pick with the seller of the business to you.

These are all things I advise you to discuss with local counsel to determine how you ought to handle this matter. Sometimes, even though you are in the right, it is still cheaper (especially on lawyer fees) to just hold your nose, pay, and get it over with, rather than enter a protracted and ultimately more financially costly legal fight that takes away from your energy needed to run the business.

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Answered on 11/04/09, 9:27 am


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