Court mulls over contract with survival clause

Trial Notebook

By Steven P. Garmisa

Hoey & Farina

Posted April 23, 2024 11:42 AM

With no local precedent on the effect of a “survival clause” on the representations and warranties in an asset purchase agreement, the Wisconsin Court of Appeals looked to scholarly commentary and decisions from other jurisdictions when deciding whether the seller was entitled to judgment on the pleadings.Ruby Distribution LLC sold the assets of its water distribution business to Ripp Distributing Co. The survival clause said the representations and warranties made by Ruby in the APA “shall survive the closing for a period …

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