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What is the legal way to word the buying of a business from a Trust administered by co-trustees?

Saint Joseph, MO |

This is a simple purchase of a business from co-trustees of a Trust. It involves the purchase of a computer and the files on the computer. Should the purchase and sale contract be worded as between names of persons known as co-trustees (sellers) under the XXXXX Trust, dated 00/00/00 and the name of purchaser? Or should the contract be worded as between the XXXXX Trust, dated 00/00/00 administered by co-trustees (names and addresses of such) and the purchaser? What is the correct legal wording?

The agreement already includes a nonassumption of liabilities clause, compliance with applicable law clause, expense agreement clause, seller prior debt clause, asset description and price clause, definitions clause, non-compete clause, and all pages have initial spaces for co-trustees and buyers. At the end of the agreement there is an official notary space. I just need the wording for the first page of the agreement concerning co-trustees identification.

Attorney Answers 1


It does not sound all that simple.

Are you also executing an asset acquisition agreement protecting you against their pre purchase liabilities such as taxes, debts and potential lawsuits and claims?

Does it include an agreement by the seller of the business to relinquish all right title and interest not only to all names used by the business but any potentially similar or misleading names and also an enforceable covenant by the sellers not to compete?

These are only a couple of concerns that come to mind that are dealt with in the transaction of a business.

The easy part of it is that both of the trustees or co trustees must sign in their capacity as trustees, you must have the signed consent of all beneficiaries, and if you have not seen a copy of the entire trust to determine if there has been compliance with all terms of the trust in the sale, then you need a certificat of trust.

For these and other reasons I highly recommend that you have an experienced business attorney help you with this.

This answer is offered for informational purposes only. It is not offered as, and does not constitute, legal advice. Laws vary widely from state to state. You should rely only on the advice given to you during a personal consultation by a local attorney who is thoroughly familiar with state laws and the area of practice in which your concern lies.

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