On February 24, 2023 a
Exhibit,Appendix
was filed
involving a dispute between
Jamie Menard,
L. Bombardier And Sons, Inc.,
and
Charlene Bombardier,
Louis Bombardier,
for Commercial - Contract
in the District Court of Clinton County.
Preview
FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023
Exhibit A
FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023
AGREEMENT
TO
PURCHASE STOCK
This Stock Purchase Agreement is entered into as of the date hereinafter set
("Agreement")
forth by and between LOUIS of 10 Boulerice New
BOMBARDIER, Road, Altona, York
12910 (referred to herein as the "Seller") and JAMIE with an address of 60 Lake
MENARD,
Street, Rouses Point, New York 12979 (referred to herein as the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Seller is the holder of all the issued and outstanding shares of stock in L.
BOMBARDIER and SONS, INC., a New York Corporation, (herein referred to as
"Corporation"); and
WHEREAS, the Seller and Purchaser have reached an understanding with respect to the sale of
the stock of the Corporation upon the terms and conditions herein contained.
NOW THEREFORE in consideration of the mutual covenants herein the parties hereto agree
as follows:
1. Sale of Stock: Seller agrees to sell to Purchaser and Purchaser agrees to purchase from
Seller, at closing, all of the issued and outstanding shares of stock held by Seller in the
Corporation at the price hereinafter described.
2. Purchase Price: Purchaser shall pay to the Seller in consideration of the sale of the
stock to the Purchaser the sum of Two Hundred Fifty Thousand Dollars ($250,000.00).
3. Payment
Payment: of purchase price shall be made as follows: Purchaser shall pay
the purchase in full, within
price, three (3) years of the date the stock is transferred to Purchaser,
together with simple interest on the outstanding principal balance owed at 5% until the purchase
price is paid in full.
4. Representation: Corporation is represented as being duly organized and validly existing,
and is in good standing within the Laws of the State of New York. Corporation is free and clear of
any liens, encumbrances, or charges and has full power to enter into this agreement. The
shareholder of the Corporation is executing this Agreement, signifying his waiver of any notice of
any meeting for the authorization of this Agreement and by such execution consents and authorizes
this transaction.
5. Assets: Included in this sale are the following assets of the Corporation: 2015 Mercedes
sprinter 2500 vin number (WD3PE8DC5F5991625); 2014 ford e250 vin number
(IFTNE2EW2EDA49636); 2010 ford e250 vin number (l FTNE2EW3ADAl6297);
2001 JLG scissor lift model 1932E2 serial number 0200090540; Scissor lift trailer manufactured
by Cam superline,Inc. vin number 5JPBUl 613EP035042; and storage building with contents on
FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023
the Irona road in Altona, NY 12901 tax ID 092000 73.-1-15.2. Seller agrees not to sell, assign or
otherwise transfer any existing assets of the Comoration from the date this agreement is signed.
Also included in the sale are all accounts/service contracts of with the
existing Seller,
exception of the UPS account/ service which shall be maintained
contract, by Seller alone.
6. Receivables/ Debts: Seller shall be entitled to keep any receivables which are invoiced
prior to June 30, 2017. Purchaser shall be entitled to keep any receivables for work generated
beginning on July 1, 2017. Purchaser shall cooperate with Seller to ensure that Seller receives all
receivables as of June 30, 2017, and shall promptly forward received
outstanding any payments by
Purchaser which are the property of the Seller hereunder.
Purchaser shall pay the balance owed on the 2015 Mercedes Sprinter.
7. Collateral: Seller shall maintain a purchase money security interest in and to all motor
vehicles being transferred to Purchaser hereunder until the balance of the Purchase Price set forth
herein is paid, in full.
8. Hold Harmless: The Seller shall indemnify and hold Purchaser harmless for any acts,
omissions or liabilities of the corporation arising prior to June 30, 2017. The Purchaser shall
indemnify and hold Seller harmless for any acts, omissions or liabilities of the corporation arising
on or after July 1, 2017.
9. Non-Competition: Seller agrees not to compete with Buyer in the refrigeration business
for a period of five (5) years from July 1, 2017. However, Seller shall be entitled to maintain his
current business relationship with UPS; Seller shall form a separate entity to manage and operate his
business with UPS.
10. Employment of Seller: Purchaser shall agree to employ Seller as an employee of the
for a period of at least one (1) year, beginning on July 1, 2017, at a weekly salary of
Corporation
$2,500.00.
under this Agreement shall be settled by arbitration under the
11. Arbitration: Any dispute
rules of the American Arbitration Association, Clinton County, New York.
law: This agreement shall be governed by the laws of the State of New
12. Governing
York.
contains the entire Agreement between the
13. Agreement: This Agreement
Binding
upon h eu successqrs and signs.
parties hereto and shall be binding Trties,
Dated: // / 7 - Seller
Loufs Bombardier
Dated: 9 / F / 7
(
1 (W
- Purchaser
amie Menard
Preview
FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023 Exhibit A FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023 AGREEMENT TO PURCHASE STOCK This Stock Purchase Agreement is entered into as of the date hereinafter set ("Agreement") forth by and between LOUIS of 10 Boulerice New BOMBARDIER, Road, Altona, York 12910 (referred to herein as the "Seller") and JAMIE with an address of 60 Lake MENARD, Street, Rouses Point, New York 12979 (referred to herein as the "Purchaser"). W I T N E S S E T H: WHEREAS, the Seller is the holder of all the issued and outstanding shares of stock in L. BOMBARDIER and SONS, INC., a New York Corporation, (herein referred to as "Corporation"); and WHEREAS, the Seller and Purchaser have reached an understanding with respect to the sale of the stock of the Corporation upon the terms and conditions herein contained. NOW THEREFORE in consideration of the mutual covenants herein the parties hereto agree as follows: 1. Sale of Stock: Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, at closing, all of the issued and outstanding shares of stock held by Seller in the Corporation at the price hereinafter described. 2. Purchase Price: Purchaser shall pay to the Seller in consideration of the sale of the stock to the Purchaser the sum of Two Hundred Fifty Thousand Dollars ($250,000.00). 3. Payment Payment: of purchase price shall be made as follows: Purchaser shall pay the purchase in full, within price, three (3) years of the date the stock is transferred to Purchaser, together with simple interest on the outstanding principal balance owed at 5% until the purchase price is paid in full. 4. Representation: Corporation is represented as being duly organized and validly existing, and is in good standing within the Laws of the State of New York. Corporation is free and clear of any liens, encumbrances, or charges and has full power to enter into this agreement. The shareholder of the Corporation is executing this Agreement, signifying his waiver of any notice of any meeting for the authorization of this Agreement and by such execution consents and authorizes this transaction. 5. Assets: Included in this sale are the following assets of the Corporation: 2015 Mercedes sprinter 2500 vin number (WD3PE8DC5F5991625); 2014 ford e250 vin number (IFTNE2EW2EDA49636); 2010 ford e250 vin number (l FTNE2EW3ADAl6297); 2001 JLG scissor lift model 1932E2 serial number 0200090540; Scissor lift trailer manufactured by Cam superline,Inc. vin number 5JPBUl 613EP035042; and storage building with contents on FILED: CLINTON COUNTY CLERK 02/24/2023 04:00 PM INDEX NO. 2023-00023121 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 02/24/2023 the Irona road in Altona, NY 12901 tax ID 092000 73.-1-15.2. Seller agrees not to sell, assign or otherwise transfer any existing assets of the Comoration from the date this agreement is signed. Also included in the sale are all accounts/service contracts of with the existing Seller, exception of the UPS account/ service which shall be maintained contract, by Seller alone. 6. Receivables/ Debts: Seller shall be entitled to keep any receivables which are invoiced prior to June 30, 2017. Purchaser shall be entitled to keep any receivables for work generated beginning on July 1, 2017. Purchaser shall cooperate with Seller to ensure that Seller receives all receivables as of June 30, 2017, and shall promptly forward received outstanding any payments by Purchaser which are the property of the Seller hereunder. Purchaser shall pay the balance owed on the 2015 Mercedes Sprinter. 7. Collateral: Seller shall maintain a purchase money security interest in and to all motor vehicles being transferred to Purchaser hereunder until the balance of the Purchase Price set forth herein is paid, in full. 8. Hold Harmless: The Seller shall indemnify and hold Purchaser harmless for any acts, omissions or liabilities of the corporation arising prior to June 30, 2017. The Purchaser shall indemnify and hold Seller harmless for any acts, omissions or liabilities of the corporation arising on or after July 1, 2017. 9. Non-Competition: Seller agrees not to compete with Buyer in the refrigeration business for a period of five (5) years from July 1, 2017. However, Seller shall be entitled to maintain his current business relationship with UPS; Seller shall form a separate entity to manage and operate his business with UPS. 10. Employment of Seller: Purchaser shall agree to employ Seller as an employee of the for a period of at least one (1) year, beginning on July 1, 2017, at a weekly salary of Corporation $2,500.00. under this Agreement shall be settled by arbitration under the 11. Arbitration: Any dispute rules of the American Arbitration Association, Clinton County, New York. law: This agreement shall be governed by the laws of the State of New 12. Governing York. contains the entire Agreement between the 13. Agreement: This Agreement Binding upon h eu successqrs and signs. parties hereto and shall be binding Trties, Dated: // / 7 - Seller Loufs Bombardier Dated: 9 / F / 7 ( 1 (W - Purchaser amie Menard