 |
 |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|
|
|
|
G.P. Publications Inc. v. Quebecor Printing3/4/1997
so because "it would not provide us with an adequate return on our investment."
The foreclosure sale resulted in a single bid by TFSI II. It purchased substantially all of Signal's assets, including its fixed assets, inventory, accounts receivable, intangibles and trademarks for a $1.8 million credit bid. The total debt outstanding to TFSI II at the time was $2.25 million, with the bid leaving a deficiency of $425,000.
After conducting the sale, TFSI II attempted to recover further on its loan by launching G.P. Publications, Inc. ("G.P."), a magazine-publishing business. TFSI II transferred the former Signal assets to G.P. for a $1.8 million promissory note. In addition, TFSI II and its affiliated partnership, Technology Funding Secured Investors III ("TFSI III"), each invested $200,000 in G.P. shares. There was no evidence that either TFSI II or TFSI III ever owned Signal stock, nor that Signal's investors ever owned stock in G.P., TFSI II or TFSI III.
G.P. started business on 9 March 1992, three and a half weeks after the Signal shutdown. It hired a number of employees who had previously worked for Signal. However, G.P's board of directors and officers were made up of individuals who were never affiliated with Signal, with the exception of Romano, Valentino, and Bateman, who now assumed upper management roles. G.P. carried on business at the former Signal location, but paid no Signal debts. TFSI II alleged that it was unsuccessful in its efforts to liquidate or sell G.P. for an amount even approaching a full recovery on the Signal debt, so it launched new magazine titles and invested still further in G.P. in an attempt to interest a purchaser.
In April 1992, Quebecor obtained a default judgment against Signal for $2.6 million. Quebecor subsequently conducted discovery in aid of its judgment at Signal's offices in New Jersey. At that time, G.P. used a part of the office space for its operations, and had possession of Signal's records. Upon learning that G.P. was searching for a buyer, Quebecor's attorney contacted G.P. regarding potential litigation in a letter dated 4 September 1992:
I have been informed . . . that GP Publications, Inc. is considering selling its assets and operations. Please be advised that if a sale does take place, my client may be forced to assert any claims that it may have against Signal Research, Inc. and/or GP Publications, Inc., against the purchasing entity .
Thereafter, plaintiffs filed this declaratory judgment action against Quebecor and Signal to have the sale of assets declared proper and not subject to being collaterally attacked or otherwise set aside by Quebecor. Signal failed to answer and default judgment was entered against it.
Quebecor answered and filed a counterclaim against plaintiffs, alleging various theories of successor liability, tortious interference with contract, and fraudulent and deceptive trade practices in violation of Chapter 75 of the North Carolina General Statutes. Quebecor's evidence at trial tended to show the following:
TFSI II froze Signal's bank accounts and refused to release funds necessary for Signal to meets its payroll causing a complete shutdown of Signal. In a 12 February 1992 letter to Hansen, Robert Lock, president and chairman of Signal's Board of Directors, stated that TFSI II's refusal to allow Signal to meet its payroll "has clearly damaged our business" and noted that "when done in the context of expressing interest in running the assets yourself is especially troublesome."
Prior to the foreclosure sale, TFSI II entered into consulting agreements with Valentino, Romano and Bateman in an effort to continue the Signal bus
Page 1 2 3 4 5 6 7 8 9 10 North Carolina Personal Injury Attorneys
Personal Injury Lawyers
|
| |
to fill out a simple form to connect to Personal Injury Lawyers in your area.
|
|