Discussing UK law. Links: swarb.co.uk | law-index | Acts | Members Image galleries

Fit for purpose implied term

Re: Fit for purpose implied term

Postby atticus » Sun Dec 17, 2017 7:18 pm

What consideration is being given for the transferred assets?
User avatar
atticus
 
Posts: 20652
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Fit for purpose implied term

Postby SPQR49 » Mon Dec 18, 2017 8:24 am

cash.
SPQR49
 
Posts: 58
Joined: Wed Sep 27, 2017 11:00 am

Re: Fit for purpose implied term

Postby atticus » Mon Dec 18, 2017 9:43 am

What will happen to the cash, once paid?
User avatar
atticus
 
Posts: 20652
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Fit for purpose implied term

Postby SPQR49 » Mon Dec 18, 2017 10:45 am

hmmm that's a good question.

There is also other consideration too:

the undertaking by the Buyer to pay, satisfy and discharge the Creditors and all the debts, liabilities and other obligations, if any, of the Sellers relating to the Business and outstanding on or accrued up to the Effective Date and not paid, satisfied or discharged at Completion (including any liability of the Seller for taxation in respect of the profits of the Business earned in any period up to the Effective Date whether or not liability to pay such taxation has arisen) and at all times to keep the Seller indemnified against such Creditors, debts, liabilities, and other obligations and all actions, proceedings, damages, costs, claims and demands in respect thereof.

“Creditors” means all amounts owed by the Seller exclusively in connection with the Business as at the Effective Date to or in respect of trade creditors arising through normal business transactions;

There are no amounts owed.

The one contract I referred to earlier would be carved-out and not be part of the transfer.
SPQR49
 
Posts: 58
Joined: Wed Sep 27, 2017 11:00 am

Re: Fit for purpose implied term

Postby atticus » Mon Dec 18, 2017 12:20 pm

So what will happen to the cash?
User avatar
atticus
 
Posts: 20652
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Fit for purpose implied term

Postby SPQR49 » Mon Dec 18, 2017 1:28 pm

Well, it will be paid into a bank account I would guess that (the Buyer) controls. I don`t really know; it may simply an accounting transaction and no money is physically transferred from account X to Y as (Buyer `owns`/controls both).
SPQR49
 
Posts: 58
Joined: Wed Sep 27, 2017 11:00 am

Re: Fit for purpose implied term

Postby atticus » Mon Dec 18, 2017 1:34 pm

This is where things may fall down.
User avatar
atticus
 
Posts: 20652
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Fit for purpose implied term

Postby SPQR49 » Mon Dec 18, 2017 2:03 pm

Yes I can see your logic. The customer would say there was no consideration for the transfer of the assets. I agree that such an argument can be made in respect of the cash - buyer is in effect paying itself. But the provision that I have provided above: assuming liabilities and obligations (and the flip-side, being released from the same) is clear enough and would provide valuable consideration. Not so?
SPQR49
 
Posts: 58
Joined: Wed Sep 27, 2017 11:00 am

Re: Fit for purpose implied term

Postby atticus » Mon Dec 18, 2017 2:45 pm

You still haven't explained what happens to the cash once the 'seller' company has it. This cash represents the consideration for the transferred assets.
User avatar
atticus
 
Posts: 20652
Joined: Sun Nov 11, 2012 2:27 pm
Location: E&W

Re: Fit for purpose implied term

Postby SPQR49 » Mon Dec 18, 2017 3:16 pm

I don`t understand what you mean - "what happens to the cash"? What happens to any cash. It gets spent I suppose. On what? I dont know, but would presume on overhead, staff costs, utilities, etc. In short, all of the usual things that happen to money in respect of a business. But I repeat my understanding is the reality of these situations is there is no actual physical transfer of money. Just like a variation agreement - "for good and valuable consideration the parties hereby exchange £1" etc. They dont actually, physically do it as you know.
SPQR49
 
Posts: 58
Joined: Wed Sep 27, 2017 11:00 am

PreviousNext

Return to Contract and Consumer Law

Who is online

Users browsing this forum: No registered users and 1 guest