An attorney in my firm recalls having heard about a case several years ago that held that the Buyer did not have a claim against the Seller regarding the imposition of a lien by the PBGC. The purchase agreement stated that the company's assets were not subject to a lien; however, because the statement was not in the employee benefits section of the purchase agreement and the statement did not refer to a lien imposed due to underfunding of the retirement plan, the court found that the rep was not violated.

Of course, we cannot find such a case. Does this purported case sound familiar to anyone? If so, do you have a clue as to the case name or maybe the jurisdiction?

Thanks.

I would be surprised if such a case exists. I have worked on many deals where corporate lawyers would not make any special reps regarding PBGC liens if there was a general rep that there were no outstanding liens against corporate assets since a lien in favor of the PBGC is no different that a lien of any other creditor. I think the issue is how the rep was given- was it a rep by Seller that there were no outstanding liens?