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Re: [infoguys-list] Toxic or not?

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  • Will Ray
    You need an attorney that has connections in high places, else forget the matter. Will Ray IN GOD WE TRUST THE LAND OF THE FREE, HOME OF THE BRAVE When
    Message 1 of 2 , Mar 9, 2004
      You need an attorney that has connections in high places, else forget the

      Will Ray

      "When you have a lot to lose it makes sense to trust the best"
      E-Mail: willraypi@... http://www.willraypi.cjb.net
      "For what ever is hidden is meant to be disclosed, and what ever is
      concealed is meant to be brought out into the open" (Mark 4:22 NIV).
      Wilburn "Will" Ray CMI State of Oregon License No. 071
      Legal Investigator
      POB 547
      Sutherlin, Oregon 97479-0547
      Mobile 541--430-0463 Fax 541-459-9175 Ph. 541-459-3545
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      Southern Region is: Southern Oregon and California
      ----- Original Message -----
      From: <Jurydoctor@...>
      To: <Psy-CJ-Law@yahoogroups.com>
      Cc: <infoguys-list@yahoogroups.com>; <legalinvestigation@yahoogroups.com>;
      Sent: Tuesday, March 09, 2004 8:14 AM
      Subject: [infoguys-list] Toxic or not?

      Hi folks,
      I need your help on this case. thanks,

      Back in 1993, Trumpflex, (TF) acquired 15 manufacturing sites from Jet
      Engines R Us (JERU).
      In the purchase agreement TF was entitled to rely on written warranties and
      representations made by JERU.. and..
      they were not entitled to rely on any unwritten representations.. and waived
      the right to sue on any grounds but breach of contract..

      (Bet you know where this is going)

      Other important tidbits in the contract were:
      1. TF could make claims for losses resulting from a breach
      2. TF was required to give notice of any breach by a certain date
      4. Indemnification was required if the losses totalled 1 million or more.

      TF contends that JERU knew of many serious environmental problems and
      violations of environmental laws. Their expert will say these problems would
      cost 4
      million to correct.

      After the acquisition, within the required time period, TF sent notice to
      indemnify to JERU.

      JERU refuses to imdemnify TF, because:

      1. Of the waivers and non reliance language in the acquisition agreement.
      2. TF did not perform "due diligence" with respect to any unwritten
      representations, and should have. (who buys sites where jet engines coating
      components are manufactured without doing their own environmental studies)
      3. The environmental problems are not as bad as TF is claiming and are less
      then 1 million, therefore, these environmental problems are not serious
      to constitute a material adverse effect where indemnification is required.

      Furthermore, JERU is claiming:
      1.Fraud because TF promised not to rely on any unwritten representations
      2. they should be reimbursed for their legal fees

      But here is the twist:
      TF claims that JERU filed a fraudulent report to the Dept. of Environmental
      This report is fraudulent, and therefore, TF can sue for any and all
      misrepresentations whether written or verbal...

      What do you think?

      [Non-text portions of this message have been removed]

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