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JS,JD, Attorney
Category: Business Law
Satisfied Customers: 70
Experience:  35 years' experience providing effective legal advice to profit-driven businesses.
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Hi we recently acquired a vending machine business. We learned

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Hi we recently acquired a vending machine business. We learned about this opportunity through the newspaper. We are paying an amount every month. The business is doing OK (we are not making much but we are not loosing either). We only have one machine in the garage but all the others are already installed and operating. The owner and my husband have become good acquaintances. The owner called my husband last night to offer him to a deal to pay what we owe him because he needs the money to buy new machinery for his other business urgently. He said that if we pay tonight he will just ask for $5000 instead of the $10,000 we had originally agreed on. I told my husband that I would agree if he would give us an invoice with all the machines we purchased from him. The owner does not have all the invoices and he writing the inventory in paper. What else needs to be in this paper document to protect us legally? I don't want to think that somebody will come tomorrow to claim those machines as theirs. It's currently 7:05 p.m. CST and my husband is waiting for an answer at the owner's house. Your prompt assistance will be mostly appreciated. Thank you.
Good morning. It appears that your question was just now posted to our service. I'm sorry for the delay, but in a way it doesn't matter because your instinct is correct: you need much better documentation of the seller's ownership of the machines than just something that he hand-writes for you in the middle of the night. You should require the seller/owner to obtain a copy of the invoice (or bill of sale) that he received when he bought each machine. If he doesn't have this document for any machine, then he must contact the party that sold him the machine and get that party to issue a duplicate to him. In addition, you should check the online UCC search page on the Texas Secretary of State's website to make sure that the seller has not given any lender a security interest (lien) on any of these machines. Run the search with the seller's name and also with any DBA name he might have used. If the seller insists on closing the deal immediately, without all this documentation, then you could consider a deal in which he puts up collateral with a third party whom you both trust, in order to indemnify you against any third-party claim of ownership or security interest rights in the machines that you are buying. Such collateral might consist of a car or truck (although, again, you would have to verify his ownership of the vehicle before proceeding). One thing I've learned in 33 years of law practice is that it is rarely wise to allow yourself to be rushed into a deal. Take the time you need to feel comfortable. If this has satisfactorily answered your question, then please click on Accept and provide any appropriate Feedback; if not, let me know. Best of luck to you.
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