Signed A Shitty Contract legaladvice

Ok I'll try and make this as concise as possible.

Closed my deli. 2 months later finally found a buyer for it. Basically am just selling all the equipment inside and the buyer is going to rent from the landlord, as I did. Considering the business was closed and I could not find a buyer for a while, and the landlord was pressuring me to get someone in there, I accepted a much lower offer than I originally was looking for. The payments were to be 66% upfront and 33% to be payed in 5 monthly installments from the date of closing. The guy who was buying it came up with the contract, or rather his lawyer did. An Asset Purchase Agreement. He presented it to me on the 27th of April and wanted it signed by the 29th of April. This left me two days to read the contract, which is 7 pages long and upon reading it several times seemed to be pretty straightforward. I know how incredibly stupid it was to sign without having a lawyer review so no lectures on necessary, I tried to have my lawyer uncle take a look at it but he was "too busy", so I did the best I could at understanding it.

A few days ago he told me about a refrigerator leaking and how he is going to have it serviced and will let me know what it costs. So I read the contract again and there is a warranty stipulation in there which I guess I overlooked, or didn't realize, it uses the phrasing "good and marketable".

I think I can fight this for a few reasons, primarily because I sent him a Bill of Sale before we signed the APA. The Bill of Sale listed the assets (Equipment) and stated it was an "as-is" transaction. This wasn't drafted by a lawyer but I used some online template to make it. Me and my dad went out drinking afterwards and long story short I have no clue what the fuck I did with my signed Bill of Sale. Hopefully it will turn up. But I do have a text message correspondence with him where he acknowledges receiving the Bill of Sale through email, and I have proof of when I wrote the Bill of Sale, which was 1 day before we signed the APA.

Here is the clause from the APA: "Seller ... has good and marketable title to each and every asset."

Here is the clause from the Bill of Sale which directly contradicts it: "The Equipment is being sold in an 'as-is' condition and the Seller expressly disclaims all warranties, whether expressed or implied, including but not limited to, any implied warranty of merchantability or fitness for a particular purpose. Further, the Seller disclaims any warranty as to the condition of the Equipment."

I also was under the impression and maybe you guys can clear this up, that when we sat down in my deli and signed the papers, this was in fact Closing, but after doing some reading I'm not so sure. Is there such a thing as Signing, and then Closing may actually happen months from now? This is important because I signed based on the assumption that what we were doing was Closing, and the APA references Closing a number of times. I have several text messages where I address the date of Closing:

"I drew up a Bill of Sale today did you need a copy or just wait until Closing?"

"We will be closing by April 30th at the latest"

"Ok so we're meeting at 10 at your attorney's office? That's fine."

"Ok agreement said closing was at her office [his lawyer] but deli works for me."

So assuming this was in fact NOT Closing, he never corrected this misunderstanding. Nor did he point out the discrepancy between the Bill of Sale and the APA. I feel these shows a disagreement about the essence of our deal.

In addition to this the fact that I'm, as I said, selling the place well below what it's worth so it would be unreasonable to provide warranties on tons of used equipment in the first place, and depending on when Closing is taking place these are like 6+ month warranties, which is as long or longer than you get on a lot of NEW stuff.

And that's about it. I contacted him immediately after he told me about the leaky fridge explaining a lot of what I explained here and told him I want to renegotiate a new contract but he's basically ignoring me.

If someone wants to see the Bill of Sale and APA, PM me, also if someone thinks I have a case and is in the NJ area and wants to represent me personally (if it comes to that), PM me. [DISREGARD DIDN'T READ THE RULES]

Thanks for reading hopefully you all have some good advices and this wasn't more than just a really expensive lesson. Also NO LECTURES this has had me sick to my stomach for the past three days, I realize the stupidity of what I did.

Submitted June 02, 2016 at 10:41AM by lgc2014 http://ift.tt/1XRkuJD legaladvice