Re: [infoguys-list] Toxic or not?
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----- Original Message -----
Cc: <email@example.com>; <firstname.lastname@example.org>;
Sent: Tuesday, March 09, 2004 8:14 AM
Subject: [infoguys-list] Toxic or not?
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
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?
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