Palace of the Brine

 We have been negotiating the sale of a 4 pieces PSV BRINE PREPARATION TANKS" at to a buyer in your region and have made some progress in price agreement. At this point we need an attorney that would draft a purchase and sales agreement for this transaction, a simple sale of agreement.

Find our buyers information below for your conflict check.

[Local Company Name Here]

I also attached details of the BRINE PREPARATION TANKS and I would like to know your rate and your retainer fee. Please send to me your engagement letter if our buyer clears your conflict check.

If you need to review the Letter of Intent, I can ask the buyer Business Broker to forwarded you a copy, upon your request.  

Please note this is confidential.

Thank you

Regards,

Alessandro Sandor .

Executive director IBS Precision Engineering BV

Esp 201, 5633 AD Eindhoven,

Netherlands.

+31850013855

Smooth Drum Solo

[dumb lawyers name goes here]

 I will need your legal experience to help me draft a sales and purchase agreement through closing  for the (Vibratory Roller 203 cm Smooth Drum) to a buyer residing in your state.I have attached details of the equipment to the email which also includes the sale price. This transaction is a cash transaction , with no financing and sale closes once full payment is made. Timing -Sale will be finalized once both parties have signed the sales agreement and full payment made. Buyer will take responsibility for shipping cost  and also risk of damage,It  is a cash transaction. No Financing, Equipment is sold AS IS', but a satisfactory inspection will be done and an appraisal issued by the inspection company, buyer will handle all taxation,buyer also wants the agreement  governed by the laws of their state,buyer will take responsibility for shipping cost  and also risk of damage. You can find details of the buyer attached in this email.

See Buyer's details below:



[Local Company Placed Here]


KIndly advise on your rate of representation and do email me your engagement letter for my review and signature if this is a transaction your firm can handle.




John McGrath
Vice President - Construction Operations
METHUEN CONSTRUCTION
144 Main Street, PO Box 980
Plaistow, NH 03865
603.325.2222

X-Ray Visions

 I will need your legal experience to help me draft a sales and purchase agreement through closing  for the (Mobilesparkler mobile digital X-ray system MSLDR05) to a buyer residing in your state.I have attached details of the equipment to the email which also includes the sale price. This transaction is a cash transaction , with no financing and sale closes once full payment is made. Timing -Sale will be finalized once both parties have signed the sales agreement and full payment made. Buyer will take responsibility for shipping cost  and also risk of damage,It  is a cash transaction. No Financing, Equipment is sold AS IS', but a satisfactory inspection will be done and an appraisal issued by the inspection company, buyer will handle all taxation,buyer also wants the agreement  governed by the laws of their state,buyer will take responsibility for shipping cost  and also risk of damage. You can find details of the buyer attached in this email.

See Buyer's details below:

[Actual Company in Dumb Lawyers Jurisdiction]

Kindly advise on your rate of representation and do email me your engagement letter for my review and signature if this is a transaction your firm can handle.


Winfield S. Brown, BA,MSB,MHA,FACHE
President & C.E.O
HEYWOOD HOSPITAL
242 Green Street
Gardner, Massachusetts 01440
+1 978-415-8053

Steve Harvey Is My Friend

 We appreciate you giving us a chance to discuss our case. We placed an order for some goods from [Local Company Here]  Company back in January, 2019 and the terms of the sales contract requires we to pay 50% of the total cost of the ordered goods before delivery and the balance after we have received the same goods. However, after we made the 50% initial deposit, we did not receive any goods as required. The goods ought to be delivered in February, 2019. More time was given to them to deliver the goods which they were still unable to meet with. Hence, we requested for a refund.

We have made several efforts to have them refund the initial deposit, but to no avail. We have therefore decided to resort to legal means since there is an existing agreement prior to the transaction. Find below details of the supplier for your conflict check.

[Local Company Here]  

We have suffered so much loss as a result of this failed transaction and we are ready to proceed with litigation if the need should arise. Let us know the best way to have this issue tackled and we will comply as long as we get results. Furthermore , we have concerns and would like you to respond in detail in your reply.

Are they any foibles you see in this case? If litigation is involved, the distance gives us some concern with regards to court appearances. How can this be handled?
How much is your legal fee? Do you charge on an hourly basis or contingency? What should we expect from you? Any guarantees? Please advise on your assessment of this case. A quick response will be appreciated.

Regards,
STEVE HARVEY
+ 44(7) 868 701 851
IRAS CONSTRUCTION GROUP LLC   

___________________________________________________________

25 MINUTES LATER

Thank you for your response. Attached is a copy of the sales contract, payment receipt for the deposit and our email correspondence with Fastenal Company with regards to this transaction.

Following our request for a refund, they appealed to set-up payment in 2 installments within a month interval of which the first installment was paid on the 1st of May, 2019 in the amount of $497,500.00 after so much reminder and threat of involving a lawyer (payment receipt attached also). The balance was due in June, 2019 and since then, all our efforts to have them remit funds proved abortive. Detailed are all contained in our attached correspondence with Fastenal Company.

In summary;
Total amount of goods ordered: $2,540,891.00
Initial deposit made to Fastenal Company: (i.e. 50% of the total amount): $1,270,445.00
Amount refunded (on the 1st of May, 2019): $497,500.00
Balance amount due to IRAS CONSTRUCTION GROUP LLC: $772,945.00

Prior to retaining you, please forward a copy of your retainer agreement for our review and signature. We wait to hear from you. I will give your firm a call at my earliest convenience.

Regards,
Steve Harvey

+ 44(7) 868 701 851
IRAS CONSTRUCTION GROUP LLC

Thompson Twin Scams

 Thanks for responding to my inquiry. I'm glad your firm can handle this purchase. All you are doing is holding money in escrow and disburse to the seller, as we have both agreed on the terms and conditions. Find attached the purchase agreement, escrow instructions, and the purchase invoice. The purchase price and all details of the purchase are outlined in the attached documents, Please review and get back to me and let me know what your charges are for providing this service.

I would be making payment through wire transfer. I intend to proceed with the purchase as soon as possible, please get back to me immediately after reviewing the documents and quote me your escrow fee agreement.

Awaiting your response.

Sincerely,

Thompson Murray.

CC: Mendelson Stephen (Seller)

EQUIPMENT PURCHASE AGREEMENT

THIS AGREEMENT, entered into this 23rd day of November, 2020, by and between Thompson Murray whose address and contact is 221 River View Dr., Pierre, SD 57501-4614 hereinafter referred to as PURCHASER and Mendelson Stephen whose address and contact is [in your jurisdiction] hereinafter referred to as SELLER.

WITNESSETH

WHERE AS, Seller agrees to sell and Purchaser agrees to buy the equipment described on Exhibit A, attached hereto.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. TERMS AND CONDITIONS. The following terms and conditions (these “Terms and Conditions”), are agreed to by Seller and Purchaser. Seller’s acceptance of any order is subject to these Terms and Conditions. No contrary, additional or different terms, provisions or conditions shall be binding on Seller unless accepted by Seller in writing.

2. MODIFICATION. Purchaser understands and agrees that (a) no modification or waiver of these Terms and Conditions shall be effective unless made by an authorized representative of Seller in writing addressed to Purchaser and specifically referring to these Terms and Conditions; (b) no course of action on the part of Seller shall be deemed to modify these Terms and Conditions; and (c) Seller’s acknowledgment or acceptance of anything in writing from Purchaser which is in conflict with these Terms and Conditions (including any purchase order forms containing different terms or conditions) and any subsequent delivery of Goods shall not constitute a modification or waiver of these Terms and Conditions.

3. ACCEPTANCE BY PURCHASER. Purchaser shall accept or reject Seller’s sales proposal within ten (10) days from the date thereof. Purchaser’s acceptance of any proposal, however, shall not result in a contract of sale, and Seller shall not be bound by any invoice, until such invoice has been approved by a duly authorized representative of Seller.

4. PURCHASE PRICE AND PAYMENT. The total purchase price to be paid by Purchaser to Seller for the equipment as set forth on Exhibit “A” is $1,750,000.00 and shall be payable as follows:

Buyer shall make an initial Good Faith deposit to Escrow as deposit on the equipment, prior to inspection of said product. Upon receipt of the Good faith deposit, Escrow Holder will notify Buyer and Seller of the amount that has been received and deposited into escrow. Upon receipt of a written notice from Buyer of a satisfactory inspection of said equipment, Escrow Holder will release the Good faith deposit to an account provided by Seller, at least 50% of the total purchase price will be paid to escrow upon shipment and the balance will be paid to escrow upon delivery of the equipment. Upon a successful delivery of the equipment, Buyer will notify escrow holder to release the balance payment to Seller, which will be on or before February

3rd 2021 to close the transaction.

5. DELIVERY. Seller shall deliver all Goods to a carrier for transport to Purchaser’s place of business or as directed in writing, with all costs of transport borne by Purchaser. Purchaser shall bear all risk of loss with respect to the Goods from the moment the Goods are delivered to the carrier.

6. DISCLAIMER OF WARRANTIES. ALL GOODS ARE PURCHASED BY THE PURCHASER “AS IS” AND “WITH ALL FAULTS”, AND SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OFMERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER MATTER WITH RESPECT TO THE GOODS. Any affirmation of fact or promises made by Seller shall not be deemed to create an express warranty that the Goods shall conform to such affirmation or promise. Any descriptions, samples and specifications with respect to goods offered for sale herein are not warranted by Seller to be accurate or complete. If a model or sample was shown to Purchaser, such model or sample was used merely to illustrate the general type and quality of goods sold by Seller and not to represent that the Goods would necessarily conform to such model or sample. Any description is for the sole purpose of identifying the Goods and no affirmation,

promise, description. Sample or model shall be deemed part of the basis of the bargain. SELLER STRONGLY RECOMMENDS THAT PURCHASER CONDUCT AN ON-SITE INSPECTION OF THE GOODS SOLD HEREUNDER. SELLER SHALL NOT BE RESPONSIBLE FOR THE CONSEQUENCES OF PURCHASER’S FAILURE TO INSPECT THE GOODS OR FOR ANY INACCURACIES, INSUFFICIENCIES, OR OMISSIONS IN SUCH DESCRIPTIONS, SAMPLES AND/OR SPECIFICATIONS. The employees or representatives of Seller are not authorized to make any statement or representation as to the quality, character, size, condition, quantity, etc. of the goods offered for sale inconsistent with these Terms and Conditions. Any such statements made will not be binding on Seller or be grounds for any subsequent claim.

7. DISCLAIMER OF LIABILITY. Purchaser acknowledges that the Goods sold herein may be dangerous if improperly used. Purchaser acknowledges that it must contact the original manufacturer to obtain up-to-date installation and operation manuals and other information to insure the safe operation of Goods. Seller will not be responsible for any loss or injury resulting from defects or alleged defects in the Goods sold or from the subsequent use of the items. Purchaser agrees to defend any suit, action or cause of action brought against Seller, its directors, officers, employees and other agents and representatives by any person based on any such alleged injury, illness, or damage and to pay alldamages, costs and expenses including, but not limited to, attorney’s fees or legal expenses in connection therewith or resulting there from.

8. INDEMNIFICATION. Purchaser hereby agrees to defend, indemnify and hold harmless Seller its directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, penalties, obligations and expenses, including attorney’s fees and expenses and other professional fees and expenses, incurred or suffered by such person arising from, by reason of, or in connection with any loss, damage or injury to person or property arising from, by reason of or in connection with the Goods sold hereunder. This indemnification shall survive delivery of the Goods to Purchaser and any subsequent sale or other transfer of the Goods to a third party.

9. INSURANCE AND SAFETY RULES. Purchaser shall not move, load, transport or otherwise handle the Goods on Seller’s premises without first having obtained insurance coverage satisfactory to Seller. Such insurance shall include “Workers Compensation”, employer’s liability, public liability (bodily injury, property damage and contractual liability) and automobile liability (bodily injury and property damage) insurance. Certificates of insurance evidencing the aforementioned insurance coverage’s shall be furnished to and shall be approved by Seller. Purchaser shall comply with Seller’s plant safety rules and regulations.

10. FORCEMAJEURE.Seller’sabilitytoshiptheGoodsmaybeaffectedincaseofanactofforcemajeure, such as an act of God, war, sabotage, accidents, riots, fire, explosion, flood, strike, lockout, injunction, inability to obtain fuel, power, raw materials, labor, containers or transportation facilities, accident, breakage of machinery or apparatus, national defense requirements, or any other cause beyond the control of Seller. Seller shall have no liability for the failure to ship or deliver goods in the event of such force majeure and Seller’s obligation to complete the delivery of Goods shall be suspended during such force majeure event and for a reasonable period of time thereafter; provided, however, that these Terms and Conditions shall otherwise remain in effect.

11. PURCHASERS’CREDIT.IntheeventPurchaserfailstoremitpaymentforanyoneshipmentwhensame becomes due, Seller reserves the right, among other remedies, either to terminate the contract or to suspend further deliveries. Should Purchaser’s financial responsibility become unsatisfactory to Seller, in Seller’s sole and absolute discretion, cash payments or security satisfactory to Seller, in its sole and absolute discretion, may be required by Seller before future deliveries of Goods are made by Seller.

12. INSPECTION. Purchaser has inspected the Goods or hereby acknowledges that Seller invited, urged and cautioned Purchaser to inspect the Goods.

13. LIMITATION OF DAMAGES. Sellers liability with respect to Goods sold to Purchaser shall be limited to refunding any payments made by Purchaser (i) with respect to Goods returned to and accepted by Seller or (ii) with respect to Goods ordered but not shipped by Seller upon Seller’s cancellation of the invoice. In no event (iii) Shall Seller be liable for incidental, special, or consequential damages, lost profits, or any expenses of Purchaser, including, but not limited to, shipping costs.

14. ASSIGNMENT.Purchasermaynotassignitsrightsordelegateitsperformanceinwholeorin part under any invoice without the prior written consent of Seller and any attempted assignment or delegation without such consent shall be void.

15. GOVERNING LAW. All invoices and these Terms and Conditions shall be construed according to the laws of the state Oregon.

16. TAXES. All taxes assessed to any order are the responsibility of Purchaser, including, but not limited to, local and regional sales taxes and personal property tax, or if applicable, Purchaser is to provide Seller with a valid tax exemption certificate. In the event that Purchaser either fails to pay the tax or other charges as agreed above or fails to provide a valid exemption certificate, Purchaser agrees to indemnify and hold Seller harmless from any liability and expense by reason of Purchaser’s failure. Such indemnification shall include, but not be limited to, attorneys’ fees and/or other legal expenses relating to such failure.

17. REPAIR.SellerisnotobligatedtodoanyrepairworkormodificationsupontheGoodspriortosaleor delivery. Any repair work or modifications performed by Seller on the Goods prior to sale shall be performed as a result of the sole request of Purchaser using designs and instructions provided by Purchaser. Accordingly, Seller shall not be liable for any alleged damages caused by or resulting from the repairs or modifications. SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, WORKMANSHIP OR ANY OTHER MATTER WITH RESPECT TO ANY SUCH REPAIRS OR MODIFICATIONS.

18. SEVERABILITY. If any provision of the invoice or these Terms and Conditions is determined illegal or unenforceable, it shall not affect the enforceability of any other provision or paragraph of the invoice or these Terms and Conditions.

19. FEES AND COSTS. In the event any party institutes legal proceedings to enforce its respective rights arising out of the invoice and these Terms and Conditions, the prevailing party shall be entitled to the award of attorneys’ fees and court costs, plus cost of executing, enforcing and/or collecting any judgment at all trial and appellate levels.

20. TIME OF ESSENCE. It is understood by and between the parties hereto that time is of the essence of this Agreement.

21. WHOLE AGREEMENT. This agreement is intended to represent the entire agreement between the

parties hereto. Any oral agreements or representations entered into or made prior to the execution of this Agreement are considered merged here unto and made a part hereof.

IN WITNESS WHERE OF, the parties have executed this Agreement the day and year first above written.

BY:
Thompson Murray, Purchaser

BY:
Mendelson Stephen, Seller

 

EXHIBIT A

Date: November 23rd 2020

INSTRUCTION TO ESCROW

Thompson Murray whose contact is 221 River View Dr, Pierre, SD 57501-4614 hereafter referred to as Buyer and Mendelson Stephen whose address and contact is [where you live] hereinafter referred to as Seller do hereby agree as follows:

1. Buyer will purchase Crane from Seller described as XCMG All terrain crane truck 350 ton mobile crane XCA350U for the amount of $1,750,000.00

2. Buyer shall make an initial Good Faith deposit to Escrow as deposit on the equipment prior to inspection of said product.

3. Upon receipt of the Good faith deposit, Escrow Holder will notify Buyer and Seller of the amount that has been received and deposited into escrow.

4. Upon receipt of written notice from the buyer of a satisfactory inspection of said equipment, Escrow Holder will release the Good faith deposit to an account provided by Seller which can be a US account or an Oversea Account, at least 50% of the total purchase price will be paid to escrow upon shipment and the balance will be paid to escrow upon delivery of the equipment, which will be on or before February 3rd 2021 to close the transaction.

5. The fees and costs due Escrow for complete of this escrow shall be payable by Buyer concurrent with execution of this agreement.

Escrow Holder shall have no further duties except as outlined in these instructions. Should Escrow Holder be asked to perform other duties than as outline herein additional fees and/or cost will be incurred.

Please acknowledge your agreement to and acceptance of these instructions by signing a copy of this instruction and forwarding a copy to Escrow Holder.

The IP Scam: Trevino Alvarez Trevarez Clásico Solución LLC

There are several variations on this one but what makes it special is that they will often times send a retainer and then will have PPP loans wired to your trust account. They also will set up websites and email addresses. This is more sophisticated than most so here is hoping you googled this before getting sucked in.  

How are you doing today, I hope all is well and you are keeping safe amidst this COVID-19 pandemic?

 

Thanks for your response to my email.

 

This is an official request for your services on behalf of my Company towards the enforcement of our intellectual property rights.

 

My Company is currently in contract with a company known as Marcsmart Software Solutions Inc. and as such have a valid agreement contract for the production of scanning chips and codes to be used for packaging and shipping of all sorts of general supplies and merchandise to customers in the US.

These chips and codes are embedded and preloaded with our proprietary software codes in Spanish but equipped with a language translator (Spanish to English) and are shipped to Marcsmart Software Solutions Inc. at their ground office 507 3rd Ave, Oregon City, Oregon 97045, USA

 

As our business thrived with Marcsmart Software Solutions Inc. and seeing the need to cater to a higher demand of our scanning chips and codes we opted to embed them with an English version of our proprietary software codes to avoid both the delays that could arise from translation as well as inefficiencies there from. This triggered the signing of a Copyright License Agreement with Marcsmart Software Solutions Inc. that protects our intellectual property from being duplicated since all our codes had been simplified and provided in English.

 

Sometime in July 2019 as part of a routine facility inspection tour by our Auditors to a facility owned by Marcsmart Software Solutions Inc. it was discovered that they had commenced production of replica scanning chips and codes without informing us or getting our authorization. They had also commenced distribution of their version of our scanning chips and codes in complete violation of our existing agreement.

 

Upon discovery of this and a further probe it was discovered that Marcsmart Software Solutions Inc. had produced roughly Two Hundred and Fifty Thousand (250,000) replicas of our scanning chips and codes and had already sold Two Hundred Thousand (200,000) of them.

A team from our office in Mexico notified Marcsmart Software Solutions Inc. of our discovery and intimated them of our disappointment in their actions.

Marcsmart Software Solutions Inc. admitted to their wrong doings as well as it amounting to a violation of the terms of our agreement and offered Fifty percent (50%) of the proceeds from the unauthorized production, we rejected their offer and requested Eighty percent (80%). Eventually after lengthy discussions and negotiations we resolved that Marcsmart Software Solutions Inc. would remit to us Sixty Five percent (65%) of the proceeds from the unauthorized production amounting to One Million Eight Hundred and Ninety-Five Thousand Dollars and Eighty-Seven Cents only ($1,895,000.87) and said amount would be payable by at the end of December 2019. We both signed a Memorandum of Understanding to this effect.

Unfortunately, it has been one excuse or the other from Marcsmart Software Solutions Inc. since the deadline lapsed and we have not received any payment from them. On several occasions they have initiated conversations in regards remitting said funds to us in tranches but have failed to honor their word.

 

Despite this there has still existed a business relationship between our Company and Marcsmart Software Solutions Inc. and I wish to maintain the same but the pending issue outstanding settlement needs to be looked into. I would appreciate it if you can inform, educate and guide through a peaceful process of receiving our settlement.

 

My expectation of your services for now will be within the scenario of a Demand letter to Marcsmart Software Solutions Inc. on our behalf.

I believe that this approach will trigger a much-needed response/action from them in regards to an amicable settlement of the matter as well as remittance of what is due to my Company.

Please note that if need be and there is no other way to pursue this and you feel from your legal perspective that litigation is the only way forward, I am not opposed to this but I would rather this as a last resort.

 

Kindly let me know what you would need to proceed. I am aware that you might charge a retainer for your services if you are interested in taking on this case, please let me know what your retainer fees would amount to as well as any other requirements/dynamics that need to be fulfilled

 

I look forward to hearing from you.

Regards,

Trevino Alvarez

CEO

Trevarez Clásico Solución Llc

Bosques de Alisos 47, Granjas Palo Alto, Cuajimalpa de Morelos, 05110 Ciudad de México, CDMX, Mexico

Tel: +52 64 4690 3201

Phisher & Supplies: Aryal A. Raj

 Top of the day to you . My company is in the process of selling one of its Dredger and the buyer insists that I provide an attorney to supervise the sale and also act as Escrow. You would be representing us (buyer and seller) , that is you concurrently represent each of us individually in connection with this sale . We know there is the possibility that the concurrent representation of both the buyer and seller constitutes a potential conflict of interest. However , we are prepared to sign a conflict waiver agreement as well . Again, we know that there are various ways in which a future conflict of interest could arise. For example, if you receive conflicting instructions from us, where you would be placed in a position in which you could not follow one set of instruction(s) without violating your professional obligation(s) to the other of us. We accept that this situation, if unresolved, could create a conflict of interest which would require you to withdraw from representation and which would require each of us to seek new counsel. Therefore, we will as a condition of your employment that you provide you with a common set of instructions as to the matter at hand, in order to prevent such a potential conflict. Before shipping commences ,we( the seller ) want the attorney to hold any payment deposit sent by the buyer in trust.

In my next mail I would attach necessary details of the Dredger for your review . Please advise me on your retainer fee and forward me your retainer agreement.

The dredger is located in Indonesia. The proposed buyer has inspected it  and found it satisfactory . It was inspected by the buyer in August 2020 . The total sale price of the dredger is $2,950,000 USD .We require at least a MINIMUM deposit of $350,000 before we commence shipping the dredger . Shipping and insurance cost has been incorporated into the dredger sale. The proposed buyer and shipping destination is the USA .

Please find details of :

(a) Seller :

JFC Fishing & Supplies ,

Attn: Aryal A. Raj ,

BMR Building ,

Box 2014, Koror, Palau 96940

Tel : +680 488 1693

(b) Buyer :

[Local Buyer Here]

(c)  Broker / Financing Company :

Nathan & Liam LLC

Attn : Nathan J. Walsh

2891 SUNRIDGE WAY NE, CALGARY, AB T1Y 7K7

Email: nwalsh@nathanlaim.com

We agree to your handing over of Escrow money to a third party of your choice in case a dispute arises . The buyer through his broker or financing company would foot attorney fee payment and also will pay the monies to be held in the escrowed account.

I look forward to your prompt response.

Regards,

Aryal A. Raj ,

Chief Executive Officer

JFC Fishing & Supplies

BMR Building ,

Box 2014, Koror, Palau 96940

Tel : +680 488 1693