ACQUISITION OF A SMALL BUSINESS ....

Problem : Over a number of years, a private school had allowed their sports facilities to be used regularly without a formal agreement for sports coaching. The sports trainer was transferred to another part of the country and on the basis that the classes were regularly well attended by paying pupils, the venture was going to be sold on, as a business, but the purchaser wanted to know if it could, somehow be protected.

Advice: To establish that the private school would allow the coaching to continue on the same basis, even if it was informal, and that attenders would continue to pay for coaching. More significantly, to obtain written agreement from the Vendor that "not together or separately on their own account or of any other person, firm or company carry on or be engaged concerned or interested in a similar business within 25 miles of the school, and that the vendor should use every endeavour to secure the full benefits of the business, and not to directly or indirectly induce any customer of the business to deal with any other person firm or company . In addition the vendor must remain solely responsible for all debts and liabilities of the business resulting from any act, default, transaction or circumstance occurring before the date of the sale and also indemnify the purchaser from and against all actions proceedings costs claims demands or liabilities of any kind occurring before the date of sale."

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