C3 Enterprises v. George W. Carter, et al.
Published: Oct. 23, 1993 | Result Date: Sep. 24, 1993 | Filing Date: Jan. 1, 1900 |Case number: BC054398 – $0
Judge
Court
L.A. Superior Central
Attorneys
Plaintiff
Craig Missakian
(Westland Real Estate Group, Long Beach)
Defendant
Experts
Plaintiff
David A. Segal
(technical)
Defendant
Burton H. Marcus
(technical)
Facts
On October 20, 1989, the contract was signed by the Plaintiff to purchase all of the stock of Carter Engineering Company, Inc., from the sellers, Defendant George W. Carter, Defendant William D. Carter, and the Defendant Carter Family Trust. The purchase was to be in two phases. The first phase consisted of a $100,000 down payment and a note in the amount of $144,998. The purchase on the second phase consisted of $50,000 down payment, together with a note in an amount to be determined, based upon the profitability of the corporation, but not less than the amount of the first phase. The contract contained written representations and warranties by the Defendants. Upon completion of the payment of the second phase all stock and ownership rights are to be transferred. The parties disputed when the contract closed. Between October 20, 1989 and July, 1990, principals of the Plaintiff corporation were employed at Defendant Carter Engineering Company. During that period of time, a purchase order issued by Scott Aviation, which would have netted the corporation approximately $1,000,000 in profit, was canceled. It was subsequently discovered that Defendants were aware the contract was in jeopardy, but had not disclosed that fact to the Plaintiff. Also, it was discovered that the financial statements were materially false.
Settlement Discussions
Defendants contend that they made a 998 offer of $50,000 and Plaintiff demanded $300,000. Plaintiff contends their demand was $600,000.
Damages
Difference in value paid and value of asset purchased; lost profits; lost opportunities; all valued at $3,000,000.
Other Information
Defendants were awarded $366,044 in attorney's fees and costs per CCP Section 1021.
Deliberation
2.5 days
Poll
12-0
Length
10 days
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