Blue sky limits

My experience is with Georgia Law, but you should consider the following:

If you mean by "blue sky" are there limits or requirements imposed on a seller of a commercial for-profit business concerning price or terms of the proposed offer to sell: Then I would suggest that it is unlikely that there are legal limits in a transaction that is purely commercial among business entities and at arms length. The same is likely the result in any of the states. Exceptions may exist for certain heavily regulated industries or businesses, or public charities or non-profit businesses. A separate legal issue may exist if seller financing is involved and by blue sky you mean the highest amount of legal interest that the seller can charge on deferred payments of purchase price (called "usury laws in many states").

But as a general rule, you cannot force someone to do business with you in the context of selling or buying a commercial business enterprise. A binding legal agreement requires at least two consenting persons or entities with capacity to contract. If the seller isn't willing to sell at certain terms or price, then the legal system will not impose terms upon a seller.

I have a similar reaction to your second question respecting the commercial landlord, and its approval to assignment of a lease. Rarely, can a party be forced into a business relationship against its will. Most commercial landlords use detailed lease contracts which often take into account the possibility that a Tenant may wish to sell its business operations during the lease term, and seek an assignment of the lease.

The Landlord reasonably wishes to insure protection of its property interest and improvements, to insure the financial viability and credit rating of the tenant, and to carefully select who to have a Landlord-Tenant relationship with.

Since its more likely that the courts of the various states will enforce written contracts between commercial parties, you may have few options about obtaining the Landlord's approval. Although I have seen some reported Court cases that discuss an implied covenant upon a landlord to be reasonable in exercising discretion to reject or approve a lease assignment, those cases involved leases that contemplated some circumstances for assignment during the lease term.

As a practical matter, if the acquisition of the business is a likely one at first blush, and you are aware the Landlord's consent may be a deal breaker, then you should not invest heavily in time or money pursuing the purchase until you have resolved this issue with the Landlord. If moving the business is not an option (or Seller's would not agree to sell if left with the lease location and liability), then you must address this issue first.

I can't imagine many circumstances where a buyer would want to "buy a lawsuit" with the Landlord as part of a purchase transaction. Even if you could force the Landlord to accept an assignment, why would you? Why would you want to damage this key relationship respecting a critical business asset to the acquired business at the start?

Does the fact that the Landlord has been difficult in earlier negotiations ring a big "due diligence" warning bell? I think these practical hurdles loom larger than the legal issues you have identified.

I hope you will resolve your issues and good luck in your business endeavors.

State Required Legal Ethics Disclosure: This Answer and any information contained in this answer is not intended to be treated as legal advice; And, this posting does not create an attorney-client relationship or privilege of any kind. This attorney licensed only in Georgia.