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Where is the legal record kept on file from a sale of a business by one corporation to another corporation?

Hackettstown, NJ |

In June of 1980, my Dad sold his business to another person. The business was run under his corporation and the person who bought it also had his own corporation. The business was a Texaco gas station, and my Dad had the franchise. Texaco actually owned the building and property. My Dad is now deceased and my Mother needs a document showing when his business changed hands. Where can we find the record of the sale?

Attorney Answers 3


I would contact your father's lawyer and accountant from 1980. The records are more than 30 years old if they still exist. Check and see if the professionals are still practicing and if the records exist. If you and your mother are lucky, the file might be in storage. At the same time, reach out to Texaco's real estate and franchise departments. They may be able to help you or your lawyer locate the transactional records you are searching for. Good luck.

This answer is provided for information purposes only. It should not be relied upon as legal advice which can only be offered to clients in an office consultation setting when all the facts and circumstances can be fully considered and reviewed.

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Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania, New Jersey or Federal law apply, unless otherwise specified.

That being said, it sounds as if your father's corporation sold its assets to the buyer's corporation. There is generally no formal repository of documents for such transactions; if the corporate records do not record when the business was sold, the tax records would show the financial result of the sale, and the year (if not the exact date) of the sale.

If the company was closed down, the department of state, corporations bureau, should have documents showing when the company was closed; but closing the company is different than selling the assets/business, so the dates are likely not the same.

If you would like to discuss this matter further, please feel free to contact me at the below address(es) or telephone number.

/Christopher E. Ezold/
The Ezold Law Firm, P.C.
One Belmont Avenue,
Suite 501
Bala Cynwyd, PA 19004
(610) 660-5585

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There is no central location for records of all business sales in NJ. If the sale was done properly, your best bet is Texaco's franchise department. Most gas station franchisors like Texaco would not allow a transfer or assumption of a new franchise agreement without reviewing the Contract of Sale and some sort of proof that monies changed hands. A copy of this Contract would show the relevant parties and at least approximate date of the sale. In addition to the attorneys and accounts who handled the sale, you neeed to contact the Bulk Sales Section of NJ Division of Taxation. If the Sale is reported they may have further correspondence and copies of sale documents.

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Michael T Millar

Michael T Millar


To add to Mr. Berger's response - service station franchises are subject to the Petroleum Marketing Practices Act (PMPA). When the company owns the station and leases it to a dealer, it is known as a CODO site (company owned dealer operated). Every PMPA agreement I have ever worked on contained a non-assignment clause. Thus, it is likely that Texaco would have had to approve the sale of the franchise and approved of the assignment of the lease. Given that the transaction was some 32 years ago, I doubt that Texaco (now ChevronTexaco or "ChevTex") still has copies of the paperwork.

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