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CalAttorney2
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Category: Business Law
Satisfied Customers: 10244
Experience:  I am a businesses law attorney, with experience advising and representing owners and investors.
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We owned an LLC encorporated in NJ. We had a lease agreement

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We owned an LLC encorporated in NJ. We had a lease agreement with a company registered in PA. We had signed personal guarantee. The LLC was sold to another company which took over the lease and signed two agreement - one for assumption of lease and other for the personal guarantee. The new owner went out of business and filed bankruptcy. Now the PA leasing company is coming after us on the basis that the lease assumption says that all existing personal guarantees remain in full force and effet under one of the paragraphs marked as miselleneous.
Submitted: 1 year ago.
Category: Business Law
Expert:  CalAttorney2 replied 1 year ago.

I am sorry to learn of this situation.

You will need to defend the action, the clause is going to be enforceable (you are still liable as between you and the landlord), but you can assert a claim for indemnity against the buyer (they are liable to you for anything you have to pay out to cover the loss).

So, if you are actually sued, make sure to file a cross-complaint against the buyer.

Many of these disputes are resolved in mediation, you can contact a local mediator using your bar association and asking for referrals to business law/commercial property mediators.

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