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I have a stock purchase agr. on a biz. with an empl.agr. and indemnification. the seller misrep. the Fin. st.and I quit paying a

Spring Hill, FL |

as stated in the indemnification. Why would I be responsible for an empl, agr. if the seller misrep fin's to induce me to purchase his bus.??

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Attorney answers 2


You may fraud grounds to rescind (cancel) this transaction, if the misrepresentations in the financing statement were material and induced you to enter into the agreement, if your reliance was reasonable, and if you were damaged by the fraud. If you sued for fraud and rescission, you'd have to give back what you got in the transaction, and get back what you paid.

As with all contract and fraud questions, no one can guess about all the facts -- what the misrepresentation was, how long it ook you to find out the truth, whether you should have known the truth -- and what the language is in our contract, so you'll have to see a business litigator to have the facts of your potential claim evaluated.

Disclaimer: I'm only licensed in CA. Please note that this answer does not constitute legal advice, and should not be relied on, since each state has different laws, each situation is fact specific, and it is impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue. This answer does not create an attorney-client relationship.


The answer to your question will depend on the wordingof your stock purchase agreement and employment agreement. It will also depend on whether the seller gave you false information or just failed to tell you about problems. You should contact an experienced business attorney to review your documents with you and to help you decide on the best action to take.

Disclaimer: This answer is provided for informational purposes only, does not constitute legal advice, and does not create an attorney-client relationship. Actual legal advice can only be provided after completing a comprehensive consultation in which all of the relevant facts are discussed and reviewed.

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