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Small business purchase question ==========================

Customer Question
Small business purchase question ========================== A buyer...
Small business purchase question
==========================
A buyer agreed to purchase my small business for $150,000. He gave me $25,000 as the 1st installment of payment, while we work on a detail contract. I withdraw all the ad for sale and told other potential buyers that business in no longer in the market. After few weeks, during the negotiation on the detail of the contract, this buyer changed his mind and now wants his $25,000 back, accusing me of miss representation of the business regarding Sole Proprietorship vs. Incorporated. My small business is Sole Proprietorship. I did not mislead him about it. This question never came up. I told him I can't return the installment, instead he owes me the remaining balance. His attorney is threatening me to file a law suit. Please see the attached, only hand written informal contract we have.
Submitted: 6 months ago.Category: Legal
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Answered in 16 minutes by:
1/18/2018
Lawyer: Olivia Kent, Attorney replied 6 months ago
Olivia Kent
Olivia Kent, Attorney
Category: Legal
Satisfied Customers: 4,578
Experience: Partner at Kent Law Group, LLC
Verified

Hello and welcome to JustAnswer. My name is ***** ***** I'm an attorney. Please note this site is general information for educational purposes only and doesn’t constitute not legal advice. You might be offered a phone call, but you are under no obligation to accept; the phone call requests don’t come from me - they’re offered by the website - but if you do want a phone call I’d be happy to do that as well. I'll be happy to help you in any way I can.

Give me just a moment to review what you've written.

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Lawyer: Olivia Kent, Attorney replied 6 months ago

It's a bit hard to read what was written - but based on what I can see there's a contract there: an agreement signed by both parties with the pertinent facts there. It doesn't say anything on it being conditioned upon the business being a sole proprietorship or a corporation or anything else so they can't now make that an element of the contract. It would have been nice if the $25,000 had been addressed in some manner in the contract - but obviously it was not - so if you choose not to return it he will need to sue you for it at which time you'd explain to the court how you've been damaged b/c you weren't able to obtain other buys for your business. Please let me know if that answers your questions.

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Customer reply replied 6 months ago
Can I respond to his demand letter and my own demand letter for the reaming $125,000 on the same letter? Or it has to be on separate letter?
Later I found out the buyer, Mr. Suresh Kumar is under non-competing agreement with another party under which he cannot purchase similar business for the next few years. This could be the reason why the buyer changed his mind. Should I mention this in my demand letter?
Lawyer: Olivia Kent, Attorney replied 6 months ago

You can send a letter demanding the remaining $125,000, sure. You'd do that as a separate letter.

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Lawyer: Olivia Kent, Attorney replied 6 months ago

It's irrelevant why he can't purchase your business. The only thing that matters is that he contracted to purchase your business. Referencing a non-compete doesn't change that - but it gives him an argument that he shouldn't have to buy it, which obviously you don't want to do. The only thing that matters is that he agreed to buy your business and now he's trying to back out - which is a breach of the contract.

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Customer reply replied 6 months ago
What is the best place to find a cost effective local attorney for the following?
1) Business purchase/sale contract issue
2) To sue a real estate, land development civil engineer who did not do his job, quit, breach the contract.
Customer reply replied 6 months ago
What is the best place to find a cost effective local attorney for the following?
1) Business purchase/sale contract issue
2) To sue a real estate, land development civil engineer who did not do his job, quit, breach the contract.
I am in Dallas/ Plano,Texas area,
Lawyer: Olivia Kent, Attorney replied 6 months ago

www.martindale.com will allow you to search by state and by specialty - real estate law or general practice.

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Lawyer: Olivia Kent, Attorney replied 6 months ago

It's a really great website, and it's one that attorneys frequently use when they need to find their own attorneys.

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Lawyer: Olivia Kent, Attorney replied 6 months ago

And if I can be of assistance in the future, you can reach me directly by clicking HERE
or asking for me directly by putting THIS QUESTION IS FOR OLIVIA before typing your question.

It saves you from having to explain your situation anew, to a brand new person :)

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Customer reply replied 6 months ago
How can to filter for good attorney who is good AND won't over charge me?
Any advice on that?
Lawyer: Olivia Kent, Attorney replied 6 months ago

You'll want to go with your gut. Go for a free consultation and talk to them - and see if you like them. But there's no way to guarantee you that someone won't overcharge you. If you find a way to guarantee it, I'll require you to share it with ME ;-)

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Customer reply replied 6 months ago
Not necessarily guarantee it but increase the likelihood, probability of it.
Is there any way to check percentage of their success cases and lost cases? their past total bill for cases?
So, it looks like consumers are in total mercy of lawyers. I could check out my doctors review, credibility, charges etc. online. I could check out for almost any other profession but not for lawyer. Is that the case?
Lawyer: Olivia Kent, Attorney replied 6 months ago
You could look online on sites like Martindale.com and lawyers.com and look at reviews of those attorneys. But since most cases settle you really can’t determine what their percentage of successes and lost cases are. You can certainly ask and they have an ethical obligation to tell you.
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Lawyer: Olivia Kent, Attorney replied 6 months ago
With respect to their bills… Those are covered by attorney-client privilege so you would not have access to the house.
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Customer reply replied 6 months ago
Right after the buyer signed the agreement and paid me the first installment, I had a meeting with this attorney regarding a different case but still related to my same home healthcare business. Case was about Medicare owing our business a lot of money. This attorney was willing to represent us in that matter if I pay him $15,000 retaining money upfront. He discussed our case with me for about an hour in his office and with his other partners. I decided not to go with him.
Now 2 months later same attorney is representing the buyer send me the demand letter on his client behalf. His client is the buyer.
Question: Is this not a conflict of interest on the attorney's part? Because he already discussed my business confidential matter with me, got all the information from me. I gave him all the information hoping he will represent me, now he is working against me. Is there any regulatory legal board oversees these type of possible breach of ethical conduct by attorneys?
If so, please give reference of that particular law.
In my opinion some other attorney should represent the buyer..
What other options do I have?
Basically, i want go after not only the buyer but after the attorney as well, if it make sense.
Lawyer: Olivia Kent, Attorney replied 6 months ago

I​'m sorry - I'm not available at the moment. I will open your question up to the rest of our experts.

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