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Claimant's opinion: Yes, I feel ripped off! I have NEVER extended a Listing Agreement for SO many times, much less 3 years! I have been cursed at, abused, and jerked around by two men who I had counted as friends over the months. Over and over, instead of insisting on my earned Minimum Commission, I cut them slack, hung in there, made excuses for them and went to bat for them. Then instead of appreciating my magnanimous offer to buy SSG myself and even hire Jack Bauer for $100,000 per year, they jerk me around since before Christmas 2015 and instead of returning my calls or even emailing me, they have a Lawyer send me a Termination Letter and throw me under the bus. Yes, I feel betrayed, cheated, robbed and Ripped Off. Speaking of Ripped Off, BBB and The Rip OFF REPORT.COM that will be the next Social Media place I will go to tell me story!
Jack Bauer and Don Marsh individually and as Officers of Southern Security Group, Inc. entered into a legally binding Sole and Exclusive Listing Agreement to sell their business with me as the business broker and my company. Numerous Offers were received and some were accepted some were countered, some were not accepted. The List Agreement clearly states that # 4. Seller agrees that the commission shall be immediately due and payable if the Seller, directly or indirectly, enters into a Purchase and Sales Agreement (however designated), accepts a deposit or does any act tantamount to a sale or contract to sell. On each occasion the Owners were dilatory and uncooperative to the point where the transaction did not Close. Often at question was the normal and customary providing for financial documents to the Buyer in due diligence. (P&L’s, AR Reports, etc). As the Sellers refused or delayed or otherwise failed to cooperate (or provide truthful, i.e. accurate or complete), the Buyers eventually had to walk away. (Mad in most cases) More than one Buyer was at the point of closing and had incurred attorney's fees. At all times the Sellers were aware that their “bad faith” actions were "deal killers" and nonetheless thumbed their noses at the #4. paragraph of the Listing Agreement. Over and over they claimed they still want to sell, still needed to sell and multiple emails evidence our many phone calls on this. Each time, the broker, me, cut them slack and continued to advertise and interview buyers and persuade buyers this would be a great opportunity. My expenses are significant. The value of my time is also significant. After the last two signed Offers tanked in 2015 , and as Jack Bauer told me he was just going to walk away and let the business dissolve, I consoled that (1) my commission would be a Priority legal claim, (2) it would be unfair to SSG's customers and employees, (3) some of the customers might sue SSG if service contracts or other promises were blown off, (3) SSG was too good of a company to just trash or bankrupt, (4) lawsuits and claims regarding Payables and Receivables and signed Service Contracts were likely, (5) and that Jack Bauer could possibly lose his licenses, and (6) that I personally would step in, save the day and buy it, knowing as much as I did about from pitching buyers, and "something would be better than nothing". For over three months Jack Bauer and Don Marsh made excuses and postponed and refused to either give me new financials for Buyers or for myself, effectively killing any deal. Finally, they had an attorney send me a snail mail letter that took almost week to arrive. This attorney letter was thus terminating me and refusing to sell to me or to even admit to owing even the Minimum commission.I sent the lawyer an Invoice for $100,000 Minimum Commission as stated under the signed Listing Agreement. He again refused and I informed him that if they would not even negotiate on the minimum commission, my claim would be for the full commission. When he again refused I explained that if filed in court, I believe I could claim triple damages and or commission for EACH signed Offer. LASTLY, I informed the lawyer that the previous disappointed Buyers that I would call as witnesses told me that the Sellers told them about unreported income and other financial things of that sort. One was a CPA and another a previous bookkeeper who indicated they refused pay their Invoice when the bookkeeper refused to enter false deductions. This I am forced to conclude is why Jack Bauer and Don Marsh "blew up" each deal over financial records prior to Closing. Fear of exposure to the IRS. I do not have direct knowledge of SSG defrauding the IRS, although I can see highly questionable personal items used as tax deductions on the Tax Returns copies I did earlier receive. At this point, I am only making a claim for the $100,000 Minimum Commission. If the Owners of Southern Security Group, Inc. continue to stonewall, I will withdraw my Offer to buy SSG and at some point be forced to hire an attorney and file a law suit in Wake County, North Carolina for the full amount, triple damages, etc. At this point, I turn to the People Claim for assistance.
Contributed by J P. 40 Years In Busines. Curious About Everything, Love Helping People Figure Things Out. - On: 07/03/2016
I have little experience with business sales, but I do have experience with real estate sales. The big issue was always 'specific performance' and I suspect that the term is just as relevant in business brokerage.
All parties must perform according to the agreement. If the sellers of Southern Security Group, Inc. agreed to provide financials as an ordinary part of a business sale (and I can't imagine anyone buying a business without the financials) then they are obliged to provide them. If Southern Security Group, Inc.'s failure to produce the required information resulted in the business broker working to produce a sale that could never be finalized, then clearly Southern Security Group, Inc. is at fault.
If the business broker produced one or more qualified, serious buyers willing to pay the specified price IF the business fundamentals were as stated, then the broker has earned his commission.
The key point that the court will consider, I believe, is whether the buyers were qualified and offering an appropriate price.
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