Legal Question in Business Law in Rhode Island

I own a business. I purchased it with my personal assets 2 years ago (1/2 down) with the stipulation that the previous owner give us all clientel, as well as train us on how to run the business (this is in the contract). She left after only 3 weeks after signing the contract. She also signed the contract stating that she could not work within within 50 miles of the business. She now works 7 miles from the business doing the same thing. My question is, if she files suit against me for the remaining 1/2 of the money owed, can the court seize my personal assets as well as the business assets if she wins?


Asked on 4/22/10, 3:36 pm

2 Answers from Attorneys

Staff General Counsel LawyersCollaborative

Many missing facts - for example, did the contract specify how long the seller's principal was going to stick around to train buyer? How long was she supposedly barred from competing within 50 miles? Such facts affect the analysis of whether and/or to what extent you may have defenses to any collection action brought by the seller.

More to the point of the specific question asked, though, whether or not you may be personally obligated to pay the seller the remaining 1/2 depends on whether you personally agreed to be responsible, such as by personally signing a Promissory Note, for example, as compared to having an entity you own sign the Note. Indeed, the question does not even state whether there is a promissory note, nor whether there is a security interest.

Bottom line: there is just too much missing from the question to give a considered answer. Consider hiring an experienced lawyer to review the contracts and give you his or her impressions in writing, so you may make informed decisions before you act.

Best wishes.

Note:� The above information does not constitute legal advice. Unless a written Collaborative Representation Agreement has been signed, neither LawyersCollaborative nor any of its Staff General Counsel is your legal representative.

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Answered on 4/27/10, 5:20 pm
Jules D'Alessandro D'Alessandro & Wright

You need to get out in front of this issue before you get sued, i.e. sue her first for breach of contract. However in order to sue her you need to have the paperwork to back up what you are saying. A consulting or other agreement would have been required to keep the previous owner around to train you. A covenant not to compete or non-competition agreement is required to prevent the previous owner from working within 50 miles. In RI these agreements have to be reasonable as to distance and duration. It will not be easy but if the previous owner has done what you say then she has ripped you off and the only redress you will get is in a courtroom or through the threat of litigation. If you need any further information on how to proceed, please feel free to call.

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Answered on 4/28/10, 4:54 am


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