The Fourth Appellate District affirmed a judgment. The court held that a corporate asset purchase agreement’s indemnification and damages provisions included a direct claim for breach of contract between the buyer and seller. The court held further that the Corporations Code’s definition of “the complaint” for purposes of a seller’s damages on a securities claim means the pleading filed by the seller of the security that asserts a statutory violation.
In May 2004, Stanley and Elizabeth Zalkind and their limited partnership, Quest Technology, LP, entered into their Asset Purchase Agreement with Ceradyne, Inc. Under the agreement, Ceradyne purchased all of Quest’s assets for $2.44 million, of which $300,000 was paid in cash and the remainder was paid with unregistered shares of Ceradyne stock.
