Back out of buying a hotel purchase agreement and Operating Agreement

[Sixtybars]

What is the name of your state? Missouri Someone please help me understand this language in simple English.
My Partner and I have signed a purchase agreement to buy a hotel. My partner, My Partner's sister and i have signed OA and SBA loan documents. Far as i know, loan is in process of getting approved. I have signed to Lette to Intend by broker. I would like to understand the termination clause in my purchase agreement. Does this mean receivership\seller can not lawsuit me for anything else since they would not refund me my escrow money? or can they still come after some other things? hotel is under receivership and court has approved the sale. default by buyer clause:
If Buyer defaults in performing its obligations under this agreement to proceed to closing when all of the buyer conditions have been satisfied or waived in writing by buyer, including the satisfaction of any such buyer conditions as may be provided in terms of the Order Approving Sale, Then seller as its sole & exclusive remedies for any such default shall be entitled to (a) terminate this agreement by giving buyer written notice to such effect and receive the deposit as liquidated damages for buyer's default and enforce any obligation of the buyer that, pursuant to the term of the agreement, specifically survive the termination of this agreement or (b)avail itself of any remedies as may be provided in the Order Approving sale. The Parties agree that it would be impracticable & extremely difficult to ascertain the actual damages suffered by sellers as a result of buyer's failure to complete the purchase pursuant to this agreement and that under the circumstances existing as of the effective date, the liquidated damages provided for in this section represent a reasonable estimate of the damages which seller will incur as a result of such failure. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to the seller.

Thank you

 

[Zigner]

Sorry, contract review is beyond the scope of this forum. You should take the document to an attorney for review and advice. Best of luck to you.

 

[adjusterjack]

My Partner and I have signed a purchase agreement to buy a hotel. My partner, My Partner's sister and i have signed OA and SBA loan documents. I have signed to Lette to Intend by broker.

You appear to have signed many things without having a clue as to what you are getting into.

I predict that this will not end well for you.

 

[zddoodah]

My Partner and I have signed a purchase agreement to buy a hotel.

So...the two of you individually signed the agreement? In other words, you signed it on your own behalf, as opposed to signing in your capacity as an officer of a corporation or manger of an LLC (or something of that ilk)?

Also, why would you sign such a contract without understanding everything in it?

Does this mean receivership\seller can not lawsuit me for anything else since they would not refund me my escrow money? or can they still come after some other things?

Let's start with this: One does not "lawsuit" someone. The other party to the contract could sue you, and that could happen regardless of anything in the contract. The quoted language might provide you with a defense, but it won't prevent a lawsuit from being filed.

What the quoted language says is that, if the buyer fails to go through with the sale after "all of the buyer conditions have been satisfied or waived in writing by buyer," the seller's exclusive remedy is either (a) to terminate the agreement, keep the buyer's deposit and pursue appropriate remedies for "any obligation of the buyer that, pursuant to the term of the agreement, specifically [survives] the termination of [the] agreement," or (b) to seek whatever remedies are provided in the Order Approving Sale. Obviously, we've never seen that Order or the agreement, so we don't know what obligations of the buyer might survive termination and don't know what the Order says. The last couple sentences are simply a legal justification for allowing the seller to keep the buyer's deposit as liquidated damages.

 

[quincy]

What is the name of your state? Missouri Someone please help me understand this language in simple English.
My Partner and I have signed a purchase agreement to buy a hotel. My partner, My Partner's sister and i have signed OA and SBA loan documents. Far as i know, loan is in process of getting approved. I have signed to Lette to Intend by broker. I would like to understand the termination clause in my purchase agreement. Does this mean receivership\seller can not lawsuit me for anything else since they would not refund me my escrow money? or can they still come after some other things? hotel is under receivership and court has approved the sale. default by buyer clause:
If Buyer defaults in performing its obligations under this agreement to proceed to closing when all of the buyer conditions have been satisfied or waived in writing by buyer, including the satisfaction of any such buyer conditions as may be provided in terms of the Order Approving Sale, Then seller as its sole & exclusive remedies for any such default shall be entitled to (a) terminate this agreement by giving buyer written notice to such effect and receive the deposit as liquidated damages for buyer's default and enforce any obligation of the buyer that, pursuant to the term of the agreement, specifically survive the termination of this agreement or (b)avail itself of any remedies as may be provided in the Order Approving sale. The Parties agree that it would be impracticable & extremely difficult to ascertain the actual damages suffered by sellers as a result of buyer's failure to complete the purchase pursuant to this agreement and that under the circumstances existing as of the effective date, the liquidated damages provided for in this section represent a reasonable estimate of the damages which seller will incur as a result of such failure. The parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty, but is intended to constitute liquidated damages to the seller.

Thank you

Contracts need to be read in their entirety to be fully understood. One provision in a contract is only a part of a whole. Meanings can be altered by what comes before or after.

For contract review and analysis, you will need to seek out an attorney licensed to practice in your own jurisdiction. As Zigner previously noted, contract review falls outside the scope of this forum.

 

[Sixtybars]

I am trying to find an attorney, who offices in Missouri. Since i don't live in Missouri, it is hard for me to find a good attorney. If someone can suggest a good attorney with good reviews. I need an attorney who has the best interest in my case. I would appreciate it.

 

[Just Blue]

I am trying to find an attorney, who offices in Missouri. Since i don't live in Missouri, it is hard for me to find a good attorney. If someone can suggest a good attorney with good reviews. I need an attorney who has the best interest in my case. I would appreciate it.

We don't do attorney referrals here as it violates the TOS. Call the MO Bar Assoc. and ask for several names of attorneys.
https://mobar.org/

 

[PayrollHRGuy]

I am trying to find an attorney, who offices in Missouri. Since i don't live in Missouri, it is hard for me to find a good attorney. If someone can suggest a good attorney with good reviews. I need an attorney who has the best interest in my case. I would appreciate it.

FreeAdvice has an attorney referral service https://www.freeadvice.com/

 

[Sixtybars]

So...the two of you individually signed the agreement? In other words, you signed it on your own behalf, as opposed to signing in your capacity as an officer of a corporation or manger of an LLC (or something of that ilk)?

Also, why would you sign such a contract without understanding everything in it?


Let's start with this: One does not "lawsuit" someone. The other party to the contract could sue you, and that could happen regardless of anything in the contract. The quoted language might provide you with a defense, but it won't prevent a lawsuit from being filed.

What the quoted language says is that, if the buyer fails to go through with the sale after "all of the buyer conditions have been satisfied or waived in writing by buyer," the seller's exclusive remedy is either (a) to terminate the agreement, keep the buyer's deposit and pursue appropriate remedies for "any obligation of the buyer that, pursuant to the term of the agreement, specifically [survives] the termination of [the] agreement," or (b) to seek whatever remedies are provided in the Order Approving Sale. Obviously, we've never seen that Order or the agreement, so we don't know what obligations of the buyer might survive termination and don't know what the Order says. The last couple sentences are simply a legal justification for allowing the seller to keep the buyer's deposit as liquidated damages.

Trust me i know how bad of mistake i did. I trusted my partners and signed it. Trust me i now know better. That is why i am trying to understand the agreement.

 

[Sixtybars]

FreeAdvice has an attorney referral service https://www.freeadvice.com/

Thank you for the suggestion. I will go thru that website.

 

[Sixtybars]

Trust me i know how bad of mistake i did. I trusted my partners and signed it. Trust me i now know better. That is why i am trying to understand the agreement.

I am new the business industry. And believe and trust in people to do the right things. I guess, i will be learning my lesson hard way not to trust.

 

[quincy]

I am new the business industry. And believe and trust in people to do the right things. I guess, i will be learning my lesson hard way not to trust.

You certainly should trust those with whom you are partnering - but disputes arise and partnerships dissolve and you need to be prepared for this.

The best way to prepare is to have all potential problems addressed in advance through solid written agreements. And the best way to have solid written agreements that address (as much as is possible) what will happen should a dispute arise is to have an experienced attorney draft the agreement.

And you should never ever sign any legal document until you fully understand what you are signing and the possible consequences you face with your signature.

 

[Sixtybars]

You certainly should trust those with whom you are partnering - but disputes arise and partnerships dissolve and you need to be prepared for this.

The best way to prepare is to have all potential problems addressed in advance through solid written agreements. And the best way to have solid written agreements that address (as much as is possible) what will happen should a dispute arise is to have an experienced attorney draft the agreement.

And you should never ever sign any legal document until you fully understand what you are signing and the possible consequences you face with your signature.

That is a good advice. I will keep in my mind, if i ever go into any other contract with anyone. Again, thank you so much for all your help.

 

[quincy]

We all appreciate the thanks, Sixtybars, so thank you.

Good luck.

 

[Sixtybars]

Is there a place where I can go get the copy of my “Order Approved Sale” Document? I have asked the LLC attorney Send me the copy of “Order Approved Sale” but he is not responding to my email. Now my partners are not answering, because we are asking questions regarding termination language? We are just trying to understand language, which I know I should have found out before signing. But we were new to buying business, didn’t think of it. We are just asking questions as we talk to people and find out of things that we should know.