Nick Carter and Suzanne Elovecky obtained a $1.4 million arbitration award on behalf of a seller in a dispute over the thwarted sale of a Rhode Island nursing home.
The three-member arbitration panel unanimously ruled that the buyer of the nursing home facility breached the purchase and sale agreement by unjustifiably refusing to complete the sale and failing to follow its contractual obligation to discuss with the seller any objections it had regarding the sale.
As a result, following a three-day hearing the panel awarded to the seller a $1.4 million deposit (plus any accumulated interest) the buyer had previously placed in escrow as part of a $28 million purchase agreement.
The buyer met with representatives of the seller during an agreed upon due diligence period following the signing of the purchase and sale agreement, during which the buyer's representatives reviewed the seller's financials and other aspects of its business. The purchase agreement also required the buyer within the due diligence period to file an application for an operating license for the nursing home facility.
The agreement provided that any termination during the due diligence period had to be preceded by written notice of objections, followed by an in-person or telephonic discussion between the parties concerning the objections.
The arbitration panel found that the buyer made no serious attempt to apply for the operating license, and that any objections it may have had were not adequately presented to the buyer.
The panel also found that the buyer "completely ignored" its obligation under the termination provision of the purchase agreement to seek a meeting with the seller to establish "a dialogue between the parties concerning [any] objections."
Mr. Carter, a partner at the firm, has over two decades of trial and arbitration experience in a wide variety of matters, including complex business and real estate disputes. Ms. Elovecky maintains a diverse complex commercial litigation practice representing individuals and corporations in contract disputes and other matters.