08 Jul vYOU HAVE TENTATIVELY AGREED TO PURCHASE THE LITHIA SPRINGS HOTEL IN ASHLAND, AND HAVE ALSO AGREED TO PROVIDE THE FIRST DRAFT OF THE CONTRACT.
Prepare a Business Acquisition Agreement
Assignment
Please prepare a contract for acquisition of business assets using the “base” form posted on Moodle. The assignment willacquaint you with the many issues involving the purchase and sale of a sophisticated business, and also provide first-hand contract drafting experience.
Please use the “Agreement for Sale and Purchase of Business Assets” posted on Moodle. The Oregon State Bar (OSB) has given us permission to use this form solely for the assignment. Please do not use it for any other purpose.
Background and Assumptions
You have tentatively agreed to purchase the Lithia Springs Hotel in Ashland, and have also agreed to provide the first draft of the contract. The hotel was built in 1925, but there have been extensive renovations since that time. The Hotel includes a restaurant, banquet facilities, and a large parking area. It also leases roof space to cell phone companies and others for transmission facilities.
According to County records, the hotel has a total market value (of land and improvements) of $3,243,240, and the current owner is MARK ANTONY HIST PROP LLC, an Oregon limited liability company. You have agreed to pay the total market value price, with $2,000,000.00 cash down and the balance to be owner financed at an interest rate of 3.5% per annum fixed, with monthly payment of interest only and the entire balance due and payable five years after the date of closing. At that time, you will need to obtain permanent financing.
The hotel appears to be in good condition, but no formal inspection reportsare available. You have learned that the hotel was recently cited for allowing pollutants (apparently, fluid from a heating/chilling system) to flow into a storm drain, but that the case is still pending. The hotel employs a large staff, none of whom belong to a union.
You are on very friendly terms with the owner, but you do have some concern that the owner may use the cash from the sale to purchase a sizable, but largely vacant motel property on the east side of Exit 19 formerly known as the Ashland Hills Inn. This makes you a bit uneasy because the owner has considerable expertise in the hospitality industry, has an excellent reputation, and has been quite successful. You would like the owner to agree to a covenant not to compete to ensure that this will not occur.
Instructions
Prepare an “Agreement for Sale and Purchase of Business Assets” using the OSB “base form” posted on Moodle. Show all changes (additions and deletions) in “redline” version so that they are evident on the base form (i.e. use “Track Changes” if you are using Word), including deletions of the “comment” sections after you have read them. Also prepare Exhibit “A” (promissory note) using an appropriate form that you find on the internet. The promissory note can be fairly simple, but be sure to include an attorney fee provision because the owner has asked you to do so to protect its interests. Include an appropriate noncompetition clause in the body of the agreement, and not as an exhibit.
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