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Contracts Keyed to Kuney
Appeal of Edwin J. Schoettle Co.
Citation:
390 Pa. 365, 134 A.2d 908 (1957).Facts
In June 1954, Edwin J. Schoettle Co. and six of its subsidiary companies were put up for sale. Kardon expressed interest in purchasing the Company and five of its subsidiaries. The parties negotiated from June 24, 1954 to September 17, 1954. On September 17th, the parties entered into a written contract whereby Kardon purchased the companies for $2,100,000. Of the purchase price, $187,863.60 was set aside in escrow with Provident Trust Company to indemnify Buyer against any of Seller’s liabilities. The contract also included various warranties and conditions. In particular, paragraph 9(a) read: “As of the time of closing the financial condition of the Compan(ies) shall be no less favorable than the financial condition shown on the statements . . . dated June 30, 1954 . . .”
Some time after closing, Buyer presented a claim on the escrow for $69,998.42 alleging that the financial condition of the company was less favorable than originally presented and that he was entitled to the deficiency. Buyer was ultimately awarded only $3,182.88 for a tax error made by Seller.
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