Asset purchase of second restaurant for established business within the food industry

corporate and commercial team
Working with a successful fish restaurant to open a second establishment.

Holmes & Hills' team of corporate and commercial solicitors were approached by an established fish restaurant that required advice and representation regarding purchasing their second establishment through an asset purchase.

Safeguarding the established business during the asset purchase

It was crucial for the client that an established business within the food industry with appropriate premises was found, whilst also ensuring that the premises sourced were within the appropriate use class and a long lease was possible and available.

The Corporate and Commercial Team represented the purchaser in the drafting, reviewing, and negotiation of the Asset Purchase Agreement, which included tailored provisions in respect of restrictions imposed on the Seller to protect the client's new venture and warranties to ensure the client had a broad range of contractual obligations they could rely upon and enforce in the future, if required.

Moreover, Holmes & Hills' commercial solicitors drafted and negotiated an Assignment of Goodwill to ensure the client had the full benefit and advantage of the good name, reputation, and connection to the business being purchased.

As well as this, a detailed inventory of assets was also required to ensure the client had the reliance and peace of mind that all the necessary assets were correctly included within the purchase.

In conjunction with the business purchase, the premises also required a commercial lease. Therefore, solicitor, Katherine Waumsley and trainee solicitor, Sophie Perry facilitated the property aspect of this deal ensuring this correlated and was succinct to the business purchase. This included negotiating the lease, which was a long lease of 25 years, as necessary for the client. Furthermore, the Corporate and Commercial Department ensured access rights and reduced the client’s liabilities as a tenant under the lease. It was highlighted in the commercial property searches obtained on behalf of the client, that the premises were found to be within a marine conservation area therefore these environmental aspects needed to be considered and any implications for the business or its operations advised upon. In addition, Holmes & Hills' advised the client on the importance of a Schedule of Condition to ensure the client’s repair liability was limited to the exact state and condition of the premises on grant of the lease.

Overall, the team reached a successful asset purchase in conjunction with a commercial lease. The client was very satisfied, and feedback included “Thank you Sophie and Katherine for your hard work on this, I know it has been challenging with the negotiations!”.

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