KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Seller unhappy with representation in sale of accounts and litigation that followed / Sign up for free ISC Private Meetings
October 20,  2025
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Private meetings at ISC EAST
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To arrange a private meeting with K&K and staff at ISC East on November 19 or 20 please contact Kathleen Lampert at 516 747 6700 x 319 or KLampert@Kirschenbaumesq.com or Stacy Spector,Esq at 516 747 6700 x 304 or SSpector@Kirschenbaumesq.com.  We are planning half hour appointments between 10:30 and 4:30 on November 19 and 20.  If you think you need more time let us know.  We look forward to seeing you at ISC; meetings will be outside the hall at the food court area.
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Seller unhappy with representation in sale of accounts and litigation that followed
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Ken,
    I’m not sure if you’ve covered this or not, but I sold my contracts and receivables to a company back in 2015. The purchasing company defaulted on a balloon payment due to be paid the following year, which led to a breach and voided my non-compete agreement, prompting me to start a new company.
    I had to sue the other company, which resulted in a drawn-out legal battle that we settled just before trial.
    I only bring this up as it may be a good article to post so other security companies know what to watch out for, holes I believe the attorney who wrote the contract missed, and failures of my litigation attorney, inability to get complete discovery, or at least what I think was necessary discovery to be confident going into trial.
name withheld
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Response
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    Some guys just have to learn the hard way.  I'll start by simply saying that you would have most certainly avoided your harrowing experience had you engaged K&K to represent you on your sale transaction and listened to our advice.  Why?  You obviously ended up with a dispute with the buyer and it doesn't sound like it was simply a non-payment.  My educated guess, either a dispute over representations and warranties in the contract of sale [that you shouldn't have made] or dispute regarding the attrition guarantee [which wasn't worded properly]; how and when it applies or doesn't, and how to compute it.  Finally, you ended up in state court litigation [which you would not have had K&K represented you], and I don't think it matters which state or federal court, it's a long, drawn-out, expensive mess. And, of course it ended predictably, with a settlement on eve of trial.  Settlement almost always means compromise which almost always means both sides a bit unhappy, or in your case, miserable.  
    There are numerous articles on the K&K website with suggestions and warnings on what is customary, what is not customary. things you need to be wary of and things you should expect in the Asset Purchase Agreement.  Access the articles here using the search feature: https://www.kirschenbaumesq.com/page/alarm-articles
    K&K's track record on transactions: hundreds of deals and no litigation, few disputes, all of which were resolved before arbitration or law suit.  Why?  We know what works; what causes issues resulting in disputes.  Unclear or unfair language; stupid dispute resolution requirements or no requirements at all, simply defaulting to state law.  You guys deserve better.  Wise up.
    BTW, I thought I'd check to see if you learned your lesson  yet.  I don't think you purchased K&K contracts and I don't think you've joined the Concierge Program. Guess you're headed the wrong direction, again.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com