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Business Associations Keyed to Epstein, 5th Ed.
Primary Investments, LLC v. Wee Tender Care III, Inc.
Citation:
323 Ga. App. 196 (2013)Facts
In 2008, Martin and Stephenie Nixon approached the O’Briens (Marguerite O’Brien and her daughters Kelli Milz and Erin Fleishman) about purchasing their childcare business, Primary Prep Academy. After negotiations, an Asset Purchase Agreement (APA) was executed on March 20, 2008, between Primary, LLC as seller and N & N Holdings, LLC as buyer. Marguerite O’Brien signed the APA on behalf of Primary, LLC, but none of the O’Briens signed in their individual capacities. The APA contained a noncompetition clause stating that “Seller agrees that neither Seller nor its agents” would open a childcare facility within a ten-mile radius of the business location for three years after closing. After the sale, the O’Briens formed a new LLC called East Cobb Children’s Academy and opened a new childcare facility within the ten-mile radius in September 2010. The buyers sued, claiming this violated the noncompetition clause. The O’Briens contended they were not personally bound by the agreement since they signed only as representatives of Primary, LLC.
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