Buy and sell car dealers Customs negotiating the contract
Information to and from shareholders
The sale of control of a company against premium is not in itself a breach of law. A premium is the amount an investor is willing to pay to gain control of a company.
Howeve a sale of control under the following circumstances may be feasible.
The sale of control is in fact the disposal of control over a business asset that the company can not use for the companys advantage. If a majority shareholder sells his shares to a party who pays a premium to control certain transaction but otherwise would not pay the companys own premium.
The majority shareholder failed to disclose the receipt of a premium when a buyer attempted to acquire the minoritys share.
Majority shareholders have failed to disclose favorable employment contract profit sharing agreements and the like.
If the offer is to buy all shares at the same pric the majority will first purchase the minority at a lower price without revealing the higher offer of the minority shareholder.
Although the law is still developin it appears that the minority can be eliminated at a lower pric if there is a legitimate business purpose.
State affairs and statutory law differ from the issue of minority shareholders rights. In view of two identical situation the sale of majority shareholders ma for exampl give rise to one thing in action in Californi while it complies with the Delaware Act. In the case of the sale of several shareholder the lawyers of each shareholder shall examine the question of premiums with regard to both the State of establishment and the State in which the companys principal place of business is situated.
Obligations to other purchasers
Probably the biggest case in this area was a Houston jurys $ 7.53 billion worth of actual damages and $ 3 billion in penalty penalties for Penzoil Co. In 198 Penzoil negotiated an agreement with Getty Oil Co which Texaco eventually bought for $ 10.2 billion. Penzoil then sued Texaco for $ 14 billion and explained that Texaco gathered Getty in a jilting of the Penzoil overhaul agreement.
Intentional involvement in contractual relationship deliberate involvement in future business benefits and related weaknesses are hot ticket items and general and punitive damages are almost unlimited. This exposure provides another reason for both buyers and sellers to involve their lawyers to a greater extent than just seeing them about the purchase sale agreement.
Sellers inevitably reveal how well a retailer should deal with additional capital or a new owner and the courts have generally encountered the adage Nobody can predict the future and refused to acknowledge an action based on a partys prediction on the other han about future event performance opinions or intentions.
Statements like There are no bad franchises just bad operators the deal was a gold mine or that the buyer would earn more money than previously had been held pure opinio puffing or guess about future events and as a legal issue that can not be implemented.
Car dealerships are anomalies in buyers and sales companie as both parties must in fact be among the most skilled in the field because the seller has already qualified for both the factory and a financial institution to have the special knowledge and the extra skills required to approved as a dealer and the buyer due to the fact that the buyer intends to buy the dealer has represented that he possesses the knowledge and skills required to obtain factory and financial approval or that any of his team has the necessary qualifications.
In Denison State Bank against Madeir the defendant bought a car dealer and in addition to refusing to pay his loa he was criticized against the bank and argued that the bank distorted and left essential facts about the dealer when he bought it. Upon reversal of a jury decision against the ban the Appellate Court stated that the defendant was a knowledgeable car driver and despite testifying to himsel he trusted the bank to give him complet honest informatio unable to abandon all caution and responsibility for his own protection and unilaterally introduce a trust relationship with the bank without a clear assumption of such information by the bank. See also: Kruse against the Bank of Americ where the court stated that the plaintiffs could not reasonably have expected what they said they expected from the banks promises and policies.
But be careful: In Martens Chevrole Inc the owner of the dealer negotiated with the plaintiffs to sell their reseller and in response to the petitioners requests for the profitability of the