[Download] "Merrill S. Sloan & Another v. Ronald P." by Supreme Judicial Court of Massachusetts # eBook PDF Kindle ePub Free
eBook details
- Title: Merrill S. Sloan & Another v. Ronald P.
- Author : Supreme Judicial Court of Massachusetts
- Release Date : January 04, 1970
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 69 KB
Description
Where it appeared that some months after execution of a stock purchase agreement, the seller paid to the buyer an amount, undisputed after computation of several small adjustments and claims, owed under the agreement, it was held that the payment was not consideration for a purported general release of all claims under the agreement set forth in an unsealed instrument executed by the parties providing that the payment should ""constitute a settlement in full . . . and a final discharge of all claims . . . by virtue of the sale"" of the stock, and the buyer was not precluded by such instrument from prosecuting a claim under the agreement against the seller. [414-415] Where it appeared in a contract action that an agreement for the sale of all the stock of a company contained warranties by the seller that ""the company then had no liabilities"" not reflected on an attached balance sheet, that all income taxes had been paid, and that he would indemnify the buyer against any tax liability subsequently assessed against the company, and the agreement established an escrow fund of a portion of the purchase price as security for payment to the buyer of the amount of ""liabilities of the Company (including tax liabilities) neither reflected on nor provided for"" in the balance sheet, of which the buyer should notify the seller prior to a specified date, it was held that payment of a sum from the escrow fund to the buyer of an amount owed to him under the agreement did not give rise to an accord and satisfaction of a subsequent claim of the buyer based on a tax liability of the company which first came to the notice of the parties after the specified date, and that the buyer was entitled to recover on his claim under the indemnity provision. [415-416]
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