How JustAnswer Works:

  • Ask an Expert
    Experts are full of valuable knowledge and are ready to help with any question. Credentials confirmed by a Fortune 500 verification firm.
  • Get a Professional Answer
    Via email, text message, or notification as you wait on our site.
    Ask follow up questions if you need to.
  • 100% Satisfaction Guarantee
    Rate the answer you receive.

Ask David Weilbacher, Esq. Your Own Question

David Weilbacher, Esq.
David Weilbacher, Esq., Attorney
Category: Business Law
Satisfied Customers: 335
Experience:  Criminal & Civil Litigation, Estate Planning, Probate, and Bankruptcy
Type Your Business Law Question Here...
David Weilbacher, Esq. is online now
A new question is answered every 9 seconds

Corporation sale

Customer Question

I bought a corporation which was a restaurant and sold me some equipment in the corporations name also transferred a lease from the corporation to my corporation we closed at a title company where it states under oath that his corporation is in full effect and legal standings now that i get into the place a couple months later he is talking about trying to take it back and when I look through all the documents everything looked fine but when I went to the Secretary of states office website it said his corporation has be Admin dissolved from the date of the closing at the title company does this make this transaction void? This is in Arizona
Submitted: 5 years ago.
Category: Business Law
Expert:  David Weilbacher, Esq. replied 5 years ago.
Are you sure you bought the corporation, or did you just by the assets of the corporation. It is not unusual for a corporation to be dissolved upon the selling of its assets and the settlement of its debts. It would be impossible to give you any real guidance considering that business acquisition are a complex matter. I would need to review the acquisition documents to determine exactly what you bought. If you were represented by an attorney during this transaction, I suggest you contact that attorney and discuss the recent development.

If you were not represented, I suggest you retain a business attorney to review the transaction documents, and provide you with an opinion regarding what you actually bought, and the impact of the former owner's recent statements.

When you entered in to this transaction, did the former owner sign an agreement stating that he may not engage in the same business within a particular geographic area for a certain amount of time?

Customer: replied 5 years ago.
Well we signed a promise note in the name of the corp. for me to make payments to I put down 10k and the corp. held back the rest. So I think he intended on still doing business with the company since it wasn't an actual sell of the company I just bought the assets but shouldnt the corp be active before doing any type of legal transactions?
Expert:  David Weilbacher, Esq. replied 5 years ago.
Yes and no, the corporation does not necessarily need to be active in order to perform business. The corporation can do business in the traditional sense, but it cannot file a lawsuit or make use of the court system. Before a corporation whose charter has been canceled can make use of the courts, if must be reactivated.

Customer: replied 5 years ago.

So, just to make sure I understand a person can have a dissolved corp. and still enter into contracts? I guess I dont understand it's like when I drive and have a license and Its suspended or revoked by the state I can't drive a motor vehicle but he has a entity that has been revoked by the state be still can do business and enters into contracts and that perfectly legal. That's not fraud and the contract is still forcible?

Expert:  David Weilbacher, Esq. replied 5 years ago.
That is correct. The disadvantage of operating this why is that the revoked business cannot use the courts to enforce its contractual rights. If this individual you purchased the business assets from is talking about starting to actively engaging in business, he will most like take steps to reactive the revoked corporate charter.

Customer: replied 5 years ago.
Ok one final thing do I have any recourse if I feel he frauded me out of my money?
Expert:  David Weilbacher, Esq. replied 5 years ago.
In what way do you believe you were defrauded?
Customer: replied 5 years ago.
The first day I had the business he took a 2k order out the computer 500$ of credit card sales out of my system. The employees that were in the business that was suppose to show me the franchise was making everything incorrectly to make customers stop coming the old owner and the employees where having meetings about how to take it back (since the rent was now caught up)
Expert:  David Weilbacher, Esq. replied 5 years ago.

I believe you may be correct. As I stated before, commercial transactions are very complicated from a documentation stand point, but when you throw fraud and what appears to be an active campaigned to harm your business and steal from you, it becomes even more complex. Please, do yourself a favor, and hire a business/transactional attorney to review this matter in detail so that your business interest and investment are protected before your business ans reputation are irreparably harmed by this individual.


 

JustAnswer in the News:

 
 
 
Ask-a-doc Web sites: If you've got a quick question, you can try to get an answer from sites that say they have various specialists on hand to give quick answers... Justanswer.com.
JustAnswer.com...has seen a spike since October in legal questions from readers about layoffs, unemployment and severance.
Web sites like justanswer.com/legal
...leave nothing to chance.
Traffic on JustAnswer rose 14 percent...and had nearly 400,000 page views in 30 days...inquiries related to stress, high blood pressure, drinking and heart pain jumped 33 percent.
Tory Johnson, GMA Workplace Contributor, discusses work-from-home jobs, such as JustAnswer in which verified Experts answer people’s questions.
I will tell you that...the things you have to go through to be an Expert are quite rigorous.
 
 
 

What Customers are Saying:

 
 
 
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
< Last | Next >
  • Mr. Kaplun clearly had an exceptional understanding of the issue and was able to explain it concisely. I would recommend JustAnswer to anyone. Great service that lives up to its promises! Gary B. Edmond, OK
  • My Expert was fast and seemed to have the answer to my taser question at the tips of her fingers. Communication was excellent. I left feeling confident in her answer. Eric Redwood City, CA
  • I am very pleased with JustAnswer as a place to go for divorce or criminal law knowledge and insight. Michael Wichita, KS
  • PaulMJD helped me with questions I had regarding an urgent legal matter. His answers were excellent. Three H. Houston, TX
  • Anne was extremely helpful. Her information put me in the right direction for action that kept me legal, possible saving me a ton of money in the future. Thank you again, Anne!! Elaine Atlanta, GA
  • It worked great. I had the facts and I presented them to my ex-landlord and she folded and returned my deposit. The 50 bucks I spent with you solved my problem. Tony Apopka, FL
  • Wonderful service, prompt, efficient, and accurate. Couldn't have asked for more. I cannot thank you enough for your help. Mary C. Freshfield, Liverpool, UK
 
 
 

Meet The Experts:

 
 
 
  • Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
< Last | Next >
  • http://ww2.justanswer.com/uploads/LA/lawpro/2012-6-25_171315_PT206740s.64x64.jpg Law Pro's Avatar

    Law Pro

    Attorney

    Satisfied Customers:

    1426
    20 years experience in business law - sole proprietor, partnership, and corporations
  • http://ww2.justanswer.com/uploads/DC/DCraneEsq/2012-8-14_14436_DCrane.64x64.jpg MShore Law's Avatar

    MShore Law

    Attorney

    Satisfied Customers:

    1233
    Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
  • http://ww2.justanswer.com/uploads/FL/FLAandNYLawyer/2012-1-27_14349_3Fotolia25855429M.64x64.jpg FiveStarLaw's Avatar

    FiveStarLaw

    Attorney

    Satisfied Customers:

    1162
    25 years of experience helping people like you.
  • http://ww2.justanswer.com/uploads/dkaplun/2009-05-17_173121_headshot_1_2.jpg Dimitry K., Esq.'s Avatar

    Dimitry K., Esq.

    Attorney

    Satisfied Customers:

    1142
    Run my own successful business/contract law practice.
  • http://ww2.justanswer.com/uploads/ohioatty/2009-1-22_185545_me.jpg J.Hazelbaker's Avatar

    J.Hazelbaker

    Attorney

    Satisfied Customers:

    393
    Experienced and trained in the area of business law.
  • http://ww2.justanswer.com/uploads/scottymacesq/2009-6-10_221523_small.jpg RGMacEsq's Avatar

    RGMacEsq

    Attorney

    Satisfied Customers:

    393
    Licensed Texas General Practice Attorney
  • http://ww2.justanswer.com/uploads/BA/barristerinky/2012-6-10_22423_office.64x64.jpg Barrister's Avatar

    Barrister

    Attorney

    Satisfied Customers:

    301
    13 years practicing attorney, MBA
 
 
 

Related Business Law Questions