Q: (a) What type of court should I file a suit in? (b) What type of suit should I file?
I am a NY resident. I saw a FL convenience store for sale advertised on a website. I signed a very simple LOI to buy the business via an asset sale. The sale would not include sale of any real estate. Both seller and I signed as individuals. I placed a good faith deposit of around $12k with an escrow agent, who is a FL attorney.
At the end of due diligence, I requested return of the good faith deposit because of findings. The seller feels he should get the deposit. The attorney will not release funds until there is consent between buyer and seller.
My ONLY questions are a and b above.
The LOI does not entail the seller offering any consideration. The closest it gets to seller consideration is that it says that the buyer provided the seller with a list of due diligence items. For one of my arguments, I plan on saying that without seller consideration the LOI wasn't a valid agreement.
So this is not necessarily a breach of contract case.
A: It depends on whether your desire to back-out is covered by the escrow agreement. Have a lawyer review it. More details are necessary to provide a professional analysis of your issue. The best first step is an Initial Consultation with an Attorney. You can read more about me, my credentials, awards, honors, testimonials, and media appearances/ publications on my law practice website, www.AEesq.com. I practice law in CA, NY, MA, and DC in the following areas of law: Business & Contracts, Criminal Defense, Divorce & Child Custody, and Education Law. This answer does not constitute legal advice; make any predictions, guarantees, or warranties; or create any Attorney-Client relationship.
Justia Ask a Lawyer is a forum for consumers to get answers to basic legal questions. Any information sent through Justia Ask a Lawyer is not secure and is done so on a non-confidential basis only.
The use of this website to ask questions or receive answers does not create an attorney–client relationship between you and Justia, or between you and any attorney who receives your information or responds to your questions, nor is it intended to create such a relationship. Additionally, no responses on this forum constitute legal advice, which must be tailored to the specific circumstances of each case. You should not act upon information provided in Justia Ask a Lawyer without seeking professional counsel from an attorney admitted or authorized to practice in your jurisdiction. Justia assumes no responsibility to any person who relies on information contained on or received through this site and disclaims all liability in respect to such information.
Justia cannot guarantee that the information on this website (including any legal information provided by an attorney through this service) is accurate, complete, or up-to-date. While we intend to make every attempt to keep the information on this site current, the owners of and contributors to this site make no claims, promises or guarantees about the accuracy, completeness or adequacy of the information contained in or linked to from this site.
