Question

Quite often parties go into a business arrangement to do something but with a completely different understanding of the agreement, duties, and benefits. This would fail the test for a meeting of the minds.

Think of the last set down restaurant purchase you made, now let's write it out into a written agreement.

I want you to make a title, opening paragraph, any definitions needed, the covenants (the steps of the transaction, and are they conditional), and any boilerplate language you think belongs in a general contract.

Answer 1

1) The below paragraphs contain a 'restaurant asset and businees purchase agreement between the seller and buyer. The write up contains the most important aspects which needs to be considered for purchasing a restaurant.

Restaurant asset and business purchase agreement.

THIS AGREEMENT FOR PURCHASE AND SALE OF BUSINESS AND ASSETS the “Agreement” is by and between XYZ Holding Corp., a Texas corporation, (XYZ) or assigns hereafter referred to as “Buyer”, and ABC Restaurants Limited, ABC, a Texas limited company, hereafter referred to as “seller” and is effective April 27, 2018.

1.WHEREAS, Seller owns including the goodwill thereof and operates a coffee house and restaurant known by the trade name of “Food corner”, hereafter referred to as the “Business”, and

2. WHEREAS, Seller’s Business is located at 545 A Avenue, Texas, 80915 hereafter referred to as the “Property”, and

3. WHEREAS, Seller owns and uses the following in connection with its Business.

a) All furniture, fixtures and equipment, located on the premises of the coffee house and restaurant . All inventories, equal to the values shown on the April 1, 2018 financial statements, including cash on hand.

4. WHEREAS, Seller desires to sell its Business and the Assets to Buyer and Buyer desires to purchase the same from Seller upon the terms, covenants and conditions as set forth hereinafter, and

5.WHEREAS, Buyer and Seller desire to memorialise the terms, covenants and conditions by this Agreement.

NOW THEREFORE , in consideration of agreement , the parties agrees as follows

6. Asset. the seller agrees to sell, transfer and deliver to buyer the business and assets.

7.Date of possession. Buyer shall take possession of the business and the assets on or before APRIL 28, 2018.

8. Purchase price. The purchase price of the assets and the business is 2 million dollars ($2,000,000), to be paid as a full payment. The payment has to be done buy the buyer on or before APRIL 28, 2018.

MISCELLANEOUS PROVISIONS

9. Broker. Seller is responsible for any broker fee paid.

10 Expenses. Each party shall pay all the costs and expenses incurred in negotiating and preparing this agreement.

11 Governing law. This agreement shall be in accordance with, and governed by, the laws of the state of Texas.

Definiton of terms

a) Seller. one who sells goods or other property to a buyer (purchaser)

b) Buyer.party which acquires, or agrees to acquire, ownership, benefit or usage of goodas and service, in exchange of money or other consideration

c) Broker. Person who serves as a trusted agent or intermediary in commercial negotiations or transactions.