Dispute Resolution Project
Asset Purchase Agreement
Experience Requested Level:
Please feel free to put in an hourly fee for this one. We have a client that wants someone to help formulate a legal argument and find a lawyer in Ohio to file for him.
"I am seeking a compelling, irrefutable legal argument that Company A is not at all responsible for the stipulations in Individual A of the attached agreement.
The agreement with a party was prepared by an associate as part of a failed attempt to acquire Company B, a member run co-op, for which we provided management services.
The president of the co-op and another board member subsequently assumed control of Company B, including very valuable source code I wanted, and responsibility for fulfilling this agreement. They didn’t keep any of their documented commitments to the co-op members nor pay Individual B as agreed.
The matter resurfaced last summer when a contingency lawyer filed against me and Company A in Ohio while I was medically incapacitated. I didn’t – couldn’t respond so the attorney filed for a default judgement. By then I was able to respond for myself and Company A and after I did the Court denied the default judgement.
Individual A’s attorney has now asked the court to reconsider the default judgement against Company A because an attorney didn’t respond to the complaint as is required for businesses in Ohio.
I want to augment Company A’s original response to the complaint with the argument I noted above, and find an attorney in Ohio to try and file it, noting that I didn’t know it had to be filed by an attorney. In Pennsylvania, an individual can file Pro se.
And if Individual A still gets a default judgement against Company A we’ll be better to prepared when they try and collect in Pennsylvania.
This is a stupid, sordid mess but I need to deal with it. If they had filed in Pennsylvania as the agreement notes, it could have been easily dealt with.
Neither Company A nor any of the other organizations nor Individual C were responsible for “Schedule A.” Just I was. And when I couldn’t acquire Company B, I made sure those that those that did assumed responsibility for paying Individual A.
Company A and the other organizations and Individual C were noted only because of paragraph 6, so that they would not be attacked, primarily on the internet as they had experienced and Individual A frequently threatened.
The last paragraph, paragraph 10, says it all: “Both parties…” There were only two parties to this agreement, me and Individual A. I was trying to takeover Company A, I certainly didn’t have the authority to sign for it or any of the other organizations or Individual C.
Late the prior year Company B had unsuccessfully filed for bankruptcy. My name wasn’t on any of the documents let alone did I have the authority to sign anything. Then and now Company A has other major stockholders."