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Family Safety Products, Inc. v. Vista 2000, Inc.

District court erred by entering summary judgment where asset purchase documents and party statements created fact issues as to whether prepaid insurance premiums were included in corporate buy-out; however, purchaser had no claim for misrepresentations as to value of accounts receivable where seller had no knowledge that receivables schedule was wrong.

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The full case caption appears at the end of this opinion.

CUDAHY, Circuit Judge. In 1996, Therm Acquisition sought to purchase the substantial business assets of one of Vista 2000′s wholly-owned subsidiaries,Family Safety Products, Inc. [FOOTNOTE 2] Family Safety, a Georgia corporation, manufactured carbon monoxide detectors and other household products. As indicated, FamilySafety was a wholly-owned subsidiary of Vista 2000, Inc. (a Delaware Corporation); sometime in early 1996, Therm Acquisition was formed under the laws ofMichigan for the purpose of purchasing the assets of Family Safety. Negotiations proceeded until the terms of the Asset Purchase Agreement were finalized, and onAugust 27, 1996, Therm Acquisition purchased substantially all the assets of Family Safety for $4,634,410. Therm paid $1,800,000 cash at the closing, provided apromissory note in the amount of $100,000 (which was payable to Family Safety on August 27, 1997) and assumed liabilities in the amount of $2,743,410.

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