Purchase Of A Restaurant Business (Assets Including Liquor License) And Leaseback By Purchaser (21 Pages)

This is a Form of Agreement for the sale of a restaurant property. The sale involves all of the assets of the restaurant and the liquor license associated with the restaurant operation. This Agreement also refers to the Lease of the seller’s premises by the purchaser. This Agreement is designed to favor the bargaining position of the purchaser.
Different states and jurisdictions have different rules for liquor licenses. This Agreement addresses the strictest situation – where the license is a valuable asset that needs to be purchased, and where approval of the state and the local jurisdiction are required. If a different legal situation with respect to the license presents itself, this Form should be modified accordingly.
Note paragraph 9 which addresses issues involving various state taxing requirements. Again, state issues will vary, and this paragraph should be reviewed carefully and modified accordingly.
Note paragraph 11 which provides that a portion of the purchase price be held in escrow in a “Security Fund” for one year to protect the purchaser from any breaches or misrepresentations by the seller.
Author:
Steven G. Siegel is president of The Siegel Group, a Morristown, New Jersey - based national consulting firm specializing in tax consulting, estate planning and advising family business owners and entrepreneurs. Mr. Siegel holds a BS from Georgetown University, a JD from Harvard Law School and an LLM in Taxation from New York University.
He is the author of several books, including: Planning for An Aging Population; Business Entities: Start to Finish; Taxation of Divorce and Separation; Income Taxation of Estates and Trusts, Preparing the Audit-Proof Federal Estate Tax Return, Putting It Together: Planning Estates for $5 million and Less, Family Business Succession Planning, Business Acquisitions: Representing Buyers and Sellers in the Sale of a Business; Dynasty Trusts; Planning with Intentionally-Defective Grantor Trusts; The Federal Gift Tax: A Comprehensive Analysis; Charitable Remainder Trusts, Grantor Trust Planning: QPRTs, GRATs and SCINs, The Estate Planning Course, The Retirement Planning Course, Retirement Distributions: Estate and Tax Planning Strategies; The Estate Administration Course, Tax Strategies for Closely-Held Businesses, and Tort Litigation Settlements: Tax and Financial Issues.
Mr. Siegel has lectured extensively throughout the United States on tax, business and estate planning topics on behalf of numerous organizations, including National Law Foundation, AICPA, CCH, National Tax Institute, National Society of Accountants, and many others.  He has served as an adjunct professor of law at Seton Hall and Rutgers University law schools.
The Siegel Group provides consulting services to accountants, attorneys, financial planners and life insurance professionals to assist them with the tax, estate and business planning and compliance issues confronting their clients. Based in Morristown, New Jersey, the Group has provided services throughout the United States. The Siegel Group does not sell any products. It is an entirely fee-based organization.
Contact the Siegel Group through its president, Steven G. Siegel, e-mail: [email protected].