William A. Price, Attorney at Law
Many merger deal cleanups involve leased real estate. Just posted a SlideShare article titled “Landlord and Tenant Obligations”, originally prepared for Sterling Educational Services (though I retain the copyright). Their seminar was cancelled, but you can still get the benefit of the material by downloading the talk. It is available for free at http://www.slideshare.net/wpriceiit/landlord-and-tenant-obligations
In InsureOne Indep. Ins. Agency, LLC v. Hallberg, 2012 IL App (1st) 92385, http://www.state.il.us/court/Opinions/AppellateCourt/2012/1stDistrict/1092385.pdf (Ill. App., 2012), the court held that a failure to pay approximately 2% of an earn-out, which was 1% or less of the agreed purchase price, was not enough to cancel a seller and his son’s noncompete obligations under the asset…
DetailsInsurance policy language prohibiting assignment without the insurer’s consent, and state law from the location where a Superfund cleanup claim arose, were enough to defeat a claim for coverage by a buyer of all of a a palm oil company’s assets in Water Applications & Sys. Corp. v. Bituminous Cas. Corp., 2013 IL App (1st)…
DetailsIn B&C Realty of Ill., LLC v. Chi. Stand-Up Mri, LLC, 2013 IL App (1st) 112064, http://www.state.il.us/court/r23_orders/appellatecourt/2013/1stdistrict/1112064_r23.pdf (Ill. App., 2013), the court held that a buyer of real property that constituted substantially all of the assets of a manager-managed limited liability company could win a title action against a co-manager of the LLC and the…
DetailsIn Diotallevi v. Diotallevi, 2013 IL App (2d) 111297, http://www.state.il.us/court/Opinions/AppellateCourt/2013/2ndDistrict/2111297.pdf (Ill. App., 2014), the court denied claims by relatives of a divorced couple to two land trust properties that were made more than five years after the relatives made loans to the couple for their tree nursery business. The couple formed an LLC including the…
DetailsIn Stump v. Swanson Development Co., 2014 IL App (3d) 110784, http://www.state.il.us/court/Opinions/AppellateCourt/2014/3rdDistrict/3110784.pdf, Feb. 10, 2014, the court held that a Mr. Stump had been induced to sign a deed to some real estate by fraud, and held that two individuals were liable for failing to include Mr. Stump in a limited liability company, and for…
DetailsAt least 31 US states and many foreign countries, like Singapore, permit organization of business entities as statutory trusts. These entities have trustees to manage assets, like family and other trusts that are set up to manage donated property, but they may operate active business entities. The risks of doing business, which could otherwise violate…
DetailsThe Ritz-Carlton Management Company (RCMC) was able to compel arbitration as provided for in a condominium association LLC operating agreement, even though condominium owners alleged the agreement was unconscionable, and that RCMC had committed fraud. (Ritz-Carlton Mgmt. Co. v. Ass’n of Apartment Owners of Kapalua Bay Condo. (D. Haw., 2013), rehearing denied, http://www.gpo.gov/fdsys/pkg/USCOURTS-hid-1_13-cv-00055/pdf/USCOURTS-hid-1_13-cv-00055-1.pdf ) The…
DetailsApril 1 brings interesting and dubious news items to light, and this newsletter preserves them for posterity. Say hello, posterity! You may want to try to forget these: — Darth Vader is officially registered as a candidate for President of the Ukraine: https://www.youtube.com/watch?v=X9h4VA3bc-8 — American Eagle is “launching” an “American Beagle” line of sportswear:…
DetailsThe Illinois State Bar Association has videos of a cable television program I participated in on the business buying process, and on how to find a business to buy. Other speakers included private equity experts and business brokers. See http://www.youtube.com/watch?feature=player_embedded&v=RjtTOICt7yo
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