ASSET PURCHASE AGREEMENTS: Closing Considerations in North Carolina

Depending upon the type of Business Assets involved, the following are just a few of the documents that a potential Buyer and Seller may want to include in an Asset Purchase Agreement at Closing:

  • The Parties will need a Bill of Sale and Assignment of Property.
  • The Buyer should determine if it needs to form a new Business Entity with which to buy the Seller’s assets.
  • The Buyer should consider whether it wants or need a Noncompetion Agreement with the Seller and/or the Seller’s Shareholders/Members, and/or Key Employees.
  • If Intellectual Property is involved, the parties will need an Assignment of Trademarks, Patents, and/or Copyrights, as applicable.
  • If the Seller’s website domain, email addresses, and/or telephone numbers are involved, the parties will need an Assignment Agreement to cover these items.
  • The parties will need an Assignment of Contracts, Leases, and/or Liabilities as applicable.
  • If the Buyer wants the Seller’s owners and/or Key Employees to assist Buyer with Buyer’s new business for a period of time after Closing, the Buyer will need an Employment/Consulting Agreement with these parties.
  • If the Buyer is not paying cash at Closing, the Seller will at a minimum want a Promissory Note signed by the Buyer, and a Seller should consider whether additional security is needed in the form of a Personal Guarantee Agreement signed by the Buyer’s individual Owners, a Security Agreement on transferred personal property, or a Deed of Trust on transferred Real Property.
  • The Buyer will want appropriate Approvals by the Seller’s Stockholders/Members and Board or Directors/Members.
  • The Seller will want appropriate Approvals by the Buyer’s Stockholders/Members and Board of Directors/Members.

If you are planning to Purchase the Assets of an existing business, the foregoing documents are just a few that a potential Buyer and Seller may want to include in an Asset Purchase Agreement.  If you need help or advice, call an experienced Business Attorney. Call Wesley Scott Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Lawyer serving in Wilmington, North Carolina serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

The following are just a few of the Business Services that Wesley Scott Jones provides to clients:   Annual Meeting Minutes, Annual Reports, Assignments, Board of Director’s Meeting Minutes, Business Entity Startup and Formation, Buying or Selling a Business, and Business Dissolution and Liquidation, Bylaws, Contract Review and Drafting (including Non-Compete or Noncompetition Agreements, Confidentiality Agreements, and Nondisclosure Agreements), Due Diligence Research, Drafting Shareholder and Operating Agreements, Drafting Shareholders and Directors Meeting Minutes,  Leases, Licensing, Limited Liability Company Formation, LLCs, Meeting Minutes, Non-Profit Corporations, Non-Solicitation Agreements, Organizational Minutes, Partnership Formation, Professional Malpractice, Promissory Notes, Regulations,  Shareholder Agreements, Shareholder’s Meeting Minutes, and Starting and Operating a Franchisee Business.

ASSET PURCHASE AGREEMENTS: Pre-Closing Considerations in North Carolina

Depending upon the type of business assets that you want to purchase, the following are just a few of the things that a potential Buyer should consider:

  • Do you need a Nondisclosure Agreement with the Seller?
  • Is there an existing Broker/Finder Agreement that affects the transaction?
  • Have you determined all of the Related Parties on which due diligence should be performed (Seller, Stockholders/Members, Subsidiaries, or other Affiliated Entities)?
  • What is the Lien Status of the property to be conveyed?
  • Can the Seller produce a Certificate of Good Standing from the Secretary of State?
  • Are there any Third Party Consents required by Contracts with third parties that are to be assigned by Seller and assumed by Buyer?
  • Have you reviewed the Seller’s Financial Information?

If you are planning to Purchase the Assets of an existing business, these are just a few of the considerations that must be thought through and preferably verified prior to Closing on an Asset Purchase transaction in North Carolina. If you need help, call an experienced Business Attorney for advice and help. Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Lawyer serving in Wilmington, North Carolina serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

OPERATING A FRANCHISE BUSINESS IN NORTH CAROLINA

Operating a Franchise Business in WilmingtonOperating a franchise business is a great way to operate a business provided you begin the process properly and stay compliant with all relevant laws.  A franchise business typically comes with a set framework for how the business will be conducted, products or services offered, pricing, and special promotions.  Franchisors also give franchisees very specific guidelines for everything from advertising to how services or products are offered to the public. For many, running a franchise business is ideal – they are provided with a business formula with a proven track record of success.

As an attorney for numerous business owners in and around the Wilmington area, Wesley Scott Jones knows that it can potentially be easier and less stressful to operate a franchise as opposed to a solo enterprise.  Another plus is the fact that around the country, franchises seem to have a higher survival rate compared to other similar ventures.  Having the financial backing and name recognition of an established business certainly doesn’t hurt.

However, starting and operating a franchise business can be daunting, complicated and unnerving.  One of the problems that can arise is the iron-clad nature of the contracts that large franchisors want franchisees to sign.  What should be the proper term for the contract – 5, 10, 20 years?  What kind of Security Agreements, if any, should you be willing to sign in favor of the franchisee?  Do you fully understand all of the terms and conditions of the Franchise Agreement and will you be able to comply with all them?  Should you operate the new business as a sole proprietorship or under a new Business Entity?  That’s why anyone considering a franchise business should discuss his or her plans with a business law professional, like Wesley Jones.

Wesley Jones also has experience with taking a business from private ownership to franchise, including consulting on and drawing up Contracts and all legal paperwork involved in the transaction.

To schedule an appointment with attorney Jones, please give his office a call at 910-256-5800.   Initial phone consultations are free.  Call now!

The office is located in Lumina Station, just before the Wrightsville Beach drawbridge. The address is 1904 Eastwood Road, Suite 301.  Parking is free parking! 

Wesley Jones is a Business Law Attorney serving all of Southeastern North Carolina including  New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach, Landfall and Mayfaire), all of Pender County (e.g. Burgaw and Topsail Beach) and all of Brunswick County (e.g. Bolivia, Southport, Ocean Isle, and Oak Island).

Related Post:

STARTING AND OWNING A FRANCHISEE BUSINESS IN WILMINGTON

NORTH CAROLINA NONCOMPETITION AGREEMENTS

Business Law Contract

1. Buying a New Business:

  • If you are buying a new business, either by an Asset Purchase or Stock Purchase, you should consider whether you should require the Seller and its owners and affiliates to sign a Non-Compete Agreement.
  • When you buy an existing business, part of what you are buying is the established know-how and goodwill that the Seller has accumulated through the years that makes the business successful.
  • You will be making an enormous investment into this business so you probably want to make sure the Seller, to whom you just paid a lot of money, will not set up shop right across the street in competition with you.

2. Starting a new Business or Operating an Existing Business:

  • Even if you are starting a new business or operating an existing business, you do not want Key Employees to steal your proprietary secrets and know-how that you have perfected over the years.
  • Way to often, employees will work for an employer for a number of years, acquire their customers lists, pricing guides, and other business operation methods, only to decide that they can do it better.
  • Why work for the owner when you can be the owner?  Most businesses can benefit from have Key Employees sign a Non-Compete Agreement.

The terms of a Noncompetition Agreement will vary based upon your particular situation.  However, all Noncompetition Agreements in North Carolina must be supported by adequate and New Consideration and they must be reasonable in scope as to Geographical and Time restrictions.

If you are Buying a New Business and want to protect yourself from the Seller competing directly against you and the new business OR if you have a New or Current Business where key employees have access to all of your proprietary business information, call an experienced lawyer to help you through the process.  Call Wesley Jones now at 910-256-5800 for a free telephone consultation.

Wesley Jones is a Business Law Attorney serving all of Southeastern North Carolina including New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

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Business Litigation Matters

Business Litigation MattersWhen Wilmington attorney Wesley Scott Jones takes on a case, his goal is to handle the matter swiftly and effectively.  As a business and lawyer and litigator, Wesley appreciates that his clients want to get back to business, not spend their valuable time in a courtroom. Over the years, attorney Jones has represented both plaintiffs and defendants from large and small businesses, including family-owned businesses, Corporations, Limited Liability Companies, Sole Proprietors, and Franchises, both big and small in District Court, Superior Court, Federal Court and in Mediation.  Learn more about Business Litigation Services from Wesley Jones.

Whether the business owner is a new or experienced professional, the wide variety of issues that can escalate into a legal dispute is truly amazing.  That is why it makes sense to retain the services of a skilled litigator, just in case.  In recent years, Attorney Jones has represented clients throughout the courtrooms of southeastern North Carolina, in matters such as:

  • Account Collection
  • Breach of Contract
  • Breach of Corporate Duty
  • Business Judgment Rule
  • Contract Disputes
  • Collection of Past Due Accounts
  • Deceptive Trade Practices
  • Deceptive Business Practices
  • Debt Collection
  • Delinquent Accounts
  • False Statements
  • Franchisor-Franchisee Disputes
  • Fraud
  • Interference with Contracts or Business Relations
  • Judgment Recovery
  • Misappropriation of Trade Secrets
  • Misrepresentation
  • Negligent Misrepresentation
  • Nonpayment
  • Ownership Disputes
  • Partnership Disputes
  • Payment Disputes
  • Piercing the Corporate Veil
  • Torts
  • Unfair and Deceptive Trade Practices
  • Unfinished Work
  • Undelivered Goods

Most everyone going into a business or construction deal is usually hopeful and excited about the anticipated end result.  Ensure smooth sailing for your business and gain piece of mind with a little help from the Law Office of Wesley Scott Jones.  To learn more about the services his firm provides, please call lawyer Wesley Jones today at 910-256-5800 for a free consultation.

Wesley Jones is a Litigation Lawyer serving all of Southeastern North Carolina including  New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Carolina Beach and the areas of Ogden, Masonboro, Myrtle Grove, Landfall, and Mayfair), all of Pender County (e.g. Burgaw, Surf City, Hampstead and Topsail Beach) and all of Brunswick County (e.g. Bald Head Island, Bolivia, Calabash, Leland, Shallotte, Southport, Saint James, Ocean Isle, and Oak Island).

LITIGATION TERMS EXPLAINED

ContractRegardless of how many episodes of Boston Legal, Law and Order, or Judge Judy you may have watched, there are scores of legal terms that are often misunderstood.

In an effort to reduce confusion, it’s a good idea to review a legal glossary now and then.  Here are a few words from the legal lexicon which you should know if heading to court.

COMPLAINT – The first document filed to start most types of civil lawsuits.  It is filed by the Plaintiff.

PLAINTIFF – The party who initiates a lawsuit by filing a Complaint.

CIVIL SUMMONS – The document attached to the Complaint that is served upon you by the Plaintiff (typically by sheriff or by certified mail) that informs you of the filing of the lawsuit against you.

ANSWER – The document filed in response to the Complaint.  It is filed by the Defendant.

DEFENDANT – The party who drafts and files an Answer in response to a Complaint.

ALLEGATIONS – Factual statements made in a Complaint or an Answer that constitutes true and accurate statements of fact.

COUNTERCLAIM – The document filed by a Defendant making Allegations against a Plaintiff.  This party is called a Third-Party Plaintiff.

Motion – Typically a written request to a judge seeking a ruling of law in favor of the moving party – i.e. the Plaintiff or the Defendant.

BRIEF – A written document drafted by an attorney in support of a Motion.

TORT – A civil injury or wrong to someone’s person or property.

BREACH OF CONTRACT – A civil injury or wrong involving a party’s rights and obligations under a contract.

For help in understanding legal terms that may be relevant to you or your business, please contact Attorney Wesley Jones in Wilmington, North Carolina : 910-256-5800.  All initial phone consultations are free.

Wesley Jones is a Litigation Lawyer serving all of Southeastern North Carolina including  New Hanover County (e.g. Wilmington, Kure Beach, Wrightsville Beach, Landfall, and Mayfaire), all of Pender County (e.g. Burgaw and Topsail Beach) and all of Brunswick County (e.g. Bolivia, Southport, Ocean Isle, and Oak Island).

The Law Office of Wesley Scott Jones, P.c. on Citysearch

Avoiding Disputes Over Past Due Accounts

Avoiding Disputes over Past Due AccountsAs a Wilmington attorney for a variety of business owners and operators throughout southeastern N.C., Wesley Scott Jones has handled numerous disputes over past due notices.

For over-burdened business owners, handling past-due accounts can be a thankless, time-consuming task. That’s why so many firms choose to take action only when receivables are 90 days or more past due. This tactic may result in limiting your cash flow and profits.

In an effort to assist the parties involved before it becomes a legal issue, Wes has a few suggestions:

  • Stay on top of unpaid receivables and create a safety net in the form of a tighter credit policy.
  • Set up an accounts receivable aging report so you’ll be able to recognize non-payment patterns before thy get out of control.
  • AllBusiness.com reports that, “Studies reveal that the likelihood of collecting receivables drops drastically as time goes on-from more than 90 percent after 30 days to 74 percent after 90 days and just 50 percent after six months.” With that in mind, establish a policy that any customer 35 days past due, will receive a friendly phone call as a reminder.
  • Since missed payments can and do happen, consider working out a specific deal with a customer who’s honestly had a cash flow issue. Establish a realistic payment schedule and identify a pay-off goal day. Have it legally drafted and both parties must sign in front of witnesses. Only do this for very special cases.
  • Follow up courtesy calls by mailing past-due notices and letters by regular mail – not e-mail! Sometimes a little humor can go a long way, such as a postcard with an appropriate graphic and a message like, “Please pay your bill so I can pay mine.”  Always include a phone number in case the customer needs to explain his or her situation.

If 90 days or more have passed and you still have not received payment, it’s time to contact the office of Wesley Scott Jones: 910-256-5800. Let Wes help you recoup past due accounts in a legal manner that will deliver results.

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Collection of Past Due Accounts

Litigation Services in Wilmington, NC

Litigation AttorneyWesley Scott Jones is a local attorney with a high degree of expertise in the multi-faceted process of litigation. As an experienced trial lawyer, Wes is able to represent plaintiffs and defendants in District, Federal, and Superior Court.

The key to attorney Jones’ success is his experience in managing all phases of the litigation process such as investigation, pleadings and discovery, pre-trial responsibilities, trial and courtroom proceedings, settlement and the appeal process.

As a litigator, attorney Jones specializes in:

Each case comes with its own unique set of circumstances, which is why Wes goes the extra mile in conducting in-depth investigations to ensure there is enough evidence to file a lawsuit. This procedure involves having a thorough interview with the client, locating witnesses, taking their statements, gathering documents, checking and re-checking the facts that resulted in the dispute. During these proceedings, it may become apparent that a pre-litigation settlement can resolve the issue before a lawsuit is even filed.

If you are considering hiring Wes as your litigator, here’s a quick look at the Basic Breakdown of the Litigation Process:

Pleadings – During this phase, the facts are reviewed prior to drafting a wide variety of pleadings and motions on behalf of the client. Formal complaints and official summons documents are also formulated at this time. Whether the client is the plaintiff or the defendant, allegations are investigated, responses are discussed, and a number of motions may be drafted including motions to strike, dismiss, amend or change venue and motions for judgment on the pleadings.

Discovery – This is when the litigation attorney gathers information and evidence that is relevant to the case. The discovery process is a vital step litigators use to find out the facts relating to the problem, identify the extenuating circumstances, and developing a strategy for how the case should proceed.

Pre-Trial – During this stage, attorney Jones will consult with and advise clients; acquire expert witnesses, attend pre-trial conferences and develop a trial strategy based on the facts and evidence. Pre-trial work also requires working with key witnesses, preparing trial exhibits, articulating arguments and pre-trial motions.

Trial – The good news is most lawsuits are settled before they come to trial. However, when cases cannot be resolved, attorney Jones is well-versed and extremely experienced in all such matters including witness and jury preparation, identifying the case’s strengths and weaknesses, using them to their fullest potential, and the art of persuasive reasoning.

Settlement – As a litigator, Wes always has the best interests of his clients in mind, which is why seeking a settlement as opposed to going to trial, is a worthy goal. Cases settled out of court usually always save both parties a great deal of time and expense. To ensure that clients are satisfied when a settlement is the solution, Wes conducts an extensive number of mediation and settlement conferences with both parties and the judge to ensure the best outcome is reached.

Appeal – When a favorable outcome is not reached, then Wes may consider appealing the case.

If you would like to meet with Wes to discuss whether or not legal action is the next step, please call the office at 910-256-5800 to set up a consultation.

Collection of Past Due Accounts

Collection of Past Due AccountsAs a business operator, one of the challenges is how to handle customers who fail to pay for goods or services in a timely manner. As most savvy business owners are aware, it is a common practice for outstanding invoices to go unpaid for up to three months. It has been determined through several studies that bills delinquent by 3 months are ultimately paid off by the customer on an average of 75 percent. However, receivables that go unpaid for 6 months or more are less likely to be paid up in full. When collecting on past-due accounts, time is of the essence.

With that in mind, Wilmington Business Attorney Wesley Scott Jones has a few suggestions for alleviating the hassles and stress that collecting on past-due accounts can cause.

  1. Give customers who pay their bills early an incentive, such as a small discount of 2 or 3 percent. For example, a 2 percent discount for a service that cost the customer $2500 would net them a $50 discount if they paid it off in 10 days rather than 30.
  2. Be aware that most people receive their tax refunds within 20 days after filing. That means many of your customers may have extra cash to settle up with you starting in May and early June.
  3. Establish a policy that charges extra when a bill remains unpaid after 30 days. Attorney Wes Jones can counsel you regarding the NC policies regarding usury statutes and federal regulations so you will not overstep any legal boundaries.
  4. Make courtesy calls to delinquent customers. This is not a threat tactic, but a simple check-in to make sure that they were happy with the goods or services and that there are no extenuating circumstances preventing them from paying.
  5. If it is obvious that the customer is simply trying to duck out of compensating you, appeal to their conscience. For example, you could gently remind them that you also have bills to pay and their failure to take care of this obligation is further complicating your financial situation.
  6. When all else fails, employ a third party to make a phone call or personal visit regarding the nonpayment. Ideally, this individual would be on the firm, no-nonsense side and remind the customer that legal action may be the next step.
  7. When these methods are unsuccessful, the next move should be in the form of a written request.

The carefully worded letter should open with an acknowledgement from you stating that you appreciate their business and hope that they have been pleased as a customer. Ask them to please excuse this request if payment has already been made. Then, gently explain that if no payment has been submitted, their account is past due. Be sure to include the amount and the date it was due. At this time ask if they plan and/or are able to pay the amount in full or would a partial payment be more suitable at this time? The logic here is to offer them a way to begin settling this issue in a more manageable way.

Next ask them to please notify you immediately if there is a reasonable explanation for their delinquency. Be sure to include all of your contact information, including a cell phone number and e-mail address. Then let them know that by a certain date, you will have no other choice than to turn the matter over to a collection attorney or take it to small claims court.

Reiterate to the customer that you deeply regret mentioning these choices, however, you feel that you have given them an ample amount of time to pay the invoice.

*Of course make copies of all the communications initiated by you and received by the customer, including e-mails and phone messages. From a legal standpoint, such hard copy documentation is valuable evidence.

If your company is having difficulties with past due accounts, why not meet with Attorney Wes Scott Jones? As an experienced business law attorney, Wes can discuss your concerns and guide you to the strategies that are right for your individual situation.

To contact the office of Wesley Scott Jones directly, please call 910-256-5800.

Breach of Contract

ContractAlong with the goods and services a business provides to its customers, its success and reputation are also built on the strength of its contracts. In business, agreements can be verbal or in writing. Regardless of their format, each type should be honored.

When one or more of the parties involved does not honor a contractual binding agreement or arranged exchange, a breach of contract occurs. This also applies to situations when one party’s performance is met with interference or one party indicates to the other that the agreed-upon promise will not be fulfilled. One’s behavior and conduct can also be an indicator of their inability or unwillingness to honor the established agreement. Legal action may be the next step.

In breach of contract cases, Attorney Wesley Scott Jones believes investigating all of the mitigating circumstances involved in the dispute is key in arriving to a positive outcome for his clients. Based on his direct experience with contract law, Wes knows that simply denying wrongdoing is not enough. Jones is also keenly aware as a defense attorney who represents those in the construction and real estate industry, that taking quick action is vital in the development of a strong argument.

With questions concerning contractual dealings, there are an infinite number of situational factors that can come into play. A few typical examples are:

  • The contract contains terms that are unclear.
  • The agreement was supposed to have been in writing but all or portions of it, are not.
  • There are clerical errors in the contract that can impact its validity and outcome.
  • One party was coerced into signing the agreement, under circumstances such as intimidation or false information.
  • In order to fulfill the contract, illegal activity would have to occur.

In matters that concern business, construction, or real estate in the greater Wilmington area, Wes Jones has demonstrated extensive experience. If you are in danger of being charged with breach of contract, please call the office of Wesley Scott Jones at 910-256-5600.

Learn more about his practice and the other types of cases he handles here: wsjlaw.com/practice-areas-and-services

The office is located in Lumina Station, just before the Wrightsville Beach drawbridge. The address is 1904 Eastwood Avenue, Suite 30. To make an appointment or get more information on the services Attorney Wes Jones provides, please contact Wes Jones today.