Minnesota  |  Business Law

Legal Question

Asked on: 5/06/13, 12:00 pm

Hello everyone,

I sold a restaurant/bar in MN last year. They remodeled, changed the name and chagned the concept of the business that I sold to them. The balance was to be paid to me over 5 years. I have a promissory note and personal guarantee from the buyers for the remaining $100k that is owed to me and have a UCC filing on all of the business equipment. They have been in default since October of 2012 and I am currently suing them for breach of contract to collect the balance due. They are countering by alleging that I misrepresented the financial information during their due diligence process. I did no such thing. I am still a guarantor on the lease, so I have every reason to make sure they are successful. I have an attorney, who is a friend of mine, but I'm not sure he has the expertise in this area that I need. I do have a criminal past that they are trying to use against me in this case and my lawyer warns that a jury may hear that stuff and make their decision based on it and not the facts of this case. There is a minimal offer from them to end this lawsuit and my lawyer is advising me to take it to avoid any negative things at trial. I understand the risk versus reward but do not think I should give in to a low offer just because they are threatening to bring up my past. They have since sold the business to another party without my knowledge, approval or paying off my note.

My questions are as follows:

1. Can they claim misrepresentation of the numbers if they went away from my business model that was working for me? They have failed and are looking for a way out of the contract.

2. Should I be concerned about my past playing a role in any decision the jury or judge may make?

3. If I accept the offer from them to be done with all of this, can I then go after the new tenant to retreive the equipment that is filed under the UCC?

4. Is there anyone out there that can help with this matter?

5. What would the payment structure/retainer for someone to represent me in this matter with knowledge of business contracts be?

Thank you,

H

5 Answers


Answered on: 5/06/13, 12:10 pm by Dominique Navarro

They can claim anything they want, i.e. misrepresentation. However, as long as you have documentation to prove otherwise, you may have a good defense.

The admissibilty of your past depends on what "your past" is.

If you have a valid security interest in the assets, you may be able to retrieve them.

Yes, we may be able to help Give us a call for a free consultation. (651) 636-9049

Dominique J. Navarro


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Larry B. Stevens & Associates 2233 North Hamline Avenue, Suite 208 Roseville, MN 55113

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Answered on: 5/06/13, 12:15 pm by David Anderson

I would need to see Sale Agreement & other docs, but this is in my strike zone.

I have 32 years experience in business litigation , including sales of restaurants & bars


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Mahoney Anderson LLC P.O. Box 44504 Eden Prairie, MN 55344

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Answered on: 5/06/13, 12:16 pm by Tricia Dwyer

Hello. With no hesitation, I urge you to seek private attorney counsel. Since you stated you are repesented by an attorney, another attorney may provide a second opinion to you. It would be imprudent for you to seek that second opinion from any attorney who has any sort of affiliation with your present attorney, including casual friendship. Since you express having a sense of uneasiness with your own attorney, you ought to act with no delay whatsoever in seeking outside legal advice. In my many years of professional experience, providing an outside second opinion to someone with a complex legal issue is not at all uncommon. No attorney is permitted to solicit clients from this site nor to discuss fees. All the best.


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Tricia Dwyer Esq & Assoc PLLC Twin Cities Twin Cities To St. Cloud, MN 55404

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Answered on: 5/06/13, 12:30 pm by David Anderson

1. No- they had opportunity to review financials prior to sale

2. That may be kept out via a Motion in Limine

3.No-- a settlement would bar that

4.Yes- call or email me

5. May be able to structure hybrid flat fee/ hourly fee agreement

Depending on how case is postured


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Mahoney Anderson LLC P.O. Box 44504 Eden Prairie, MN 55344

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Answered on: 5/06/13, 4:16 pm by Maury Beaulier612.240.8005

1. Can they claim misrepresentation of the numbers if they went away from my business model that was working for me? They have failed and are looking for a way out of the contract.

The can certainly make the claim However, they must have something besides pure speculation to base it on.

2. Should I be concerned about my past playing a role in any decision the jury or judge may make?

I cannot see how it is relevant to the case. It is likely it could be excluded at any trial by filing a Motion in Limine.

3. If I accept the offer from them to be done with all of this, can I then go after the new tenant to retreive the equipment that is filed under the UCC?

No. Any settlement would include a full release of all claims.

4. Is there anyone out there that can help with this matter?

Yes. An experienced litigator can certainly assist. You can reach me at 612.240.8005.

5. What would the payment structure/retainer for someone to represent me in this matter with knowledge of business contracts be?

The answer depends on a fll review of the case, its intricacies, the agreements signed and the allegations made.


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Minnesota Lawyers 5775 Wayzata Blvd., Ste 700 St. Louis Park, MN 55416

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