The dictionary defines the word default as a failure to act, an inaction or neglect. In business, it usually mean a failure to meet one's financial obligation. On Monday, November 15th, Paradigm BioDevices Incorporated announced that it filed a lawsuit in the U. S. Dictrict Court of Massachusetts against Viscogliosi Brothers, LLC, Viscogliosi & Company, LLC, Paradigm Spine, LLC, Centinel Spine, Incorporated, and Anthony "Tony" Viscogliosi and John "BBQ" Viscogliosi alleging successor liability, willful and tortious interference, unfair competition, malicious business practices, fraud and the default of a United Kingdom High Court order to pay monetary damages that were awarded to Paradigm BioDevices.
A major concern of anyone buying a business should be whether or not the buyer (VBrothers) would be exposed to any of the sellers (SurgiCraft's) liabilities, meaning, were the V Brothers exposed to SurgiCraft's liabilities? Successor liabilities usually exist when there is a stock purchase instead of an asset purchase, meaning if the buyer (V Brothers) purchased a business by acquiring the common stock, in this case SurgiCraft's, or the partnership interests in a partnership, or the membership interests in an LLC, the V Brothers would step into the shoes as the owner of that entity. So if this rule applies, the question must be asked, were the Viscogliosi Brothers aware of the contingent liabilities that SurgiCraft had? And, did the Viscogliosi Brothers structure the purchase transaction as an asset based purchase? The other Successor Liabilities would include; Product Line Successor Rule, Failure to Comply with Bulk Sales and liabilities pertaining to taxes. These liabilities don't seem to apply, yet, one doesn't know unless they know all the claims in the suit.
Tortious interference occurs whenever a third party acts to intentionally and willfully interfere and break an existing contract between two parties causing damage to the relationship between the original two parties. In this case PBD and SurgiCraft. If the V Brothers assumed all liabilities, a U. S. Court will not only determine if they violated these allegations, but, also whether they were complicit in fostering a climate of unfair competition and fraud which usually encompasses an intentional misrepresentation of material existing fact made by one person to another with knowledge of its falsities for the purpose of inducing the other person to act, and upon which the other person relies with resulting injury or damages.
Based on comments made by Mike "Punchy" O'Neill, President and CEO of Paradigm BioDevices, "All the parties involved were and are acutely aware of the financial obligations due PBD in the event of the termination of our contract due to a change of control." The allegations claim that an elaborate scheme was cooked up by Centinel Spine, its Directors, and related interested parties to circumvent these obligations, breach the PBD contract and defraud us of our rightful compensation due PBD as ordered by a English High Court.
Seems like this bout will have more intensity than the Pacquiao - Margarito fight. The question is, who will be on the Margarito end, and whom will have bruises dotting their face standing for the final count? Everyone knew this was coming, maybe its time to start selling seats. If TSB is a betting man, I'm placing my money on O'Neill in the ring. Bob Arum, where are you when we need a real promoter in spine? TSB wants to know, who are readers are placing their money on?