The Law Offices of Paul H. Appel – Your Trusted Business Law Partner in New Jersey
Ocean County · New Jersey
In Ocean Township's Waretown area, a new business often starts by buying an existing one or teaming up with a partner. Paul H. Appel reviews the purchase, partnership and lease documents that decide how that venture begins.
About the area
Ocean Township in Ocean County is a township on Barnegat Bay, best known by the name of its main community, Waretown, and crossed by Route 9 and the Garden State Parkway.
Its business community is small and practical: marinas and boat services, fishing and charter operators, contractors and landscapers, and the restaurants, shops and service businesses along Route 9. Because the market is close-knit, ownership often changes hands privately: a retiring owner sells to an employee, a customer or a neighbor, sometimes on a handshake.
That informality is where problems start. Paul works with Waretown buyers, sellers and partners by phone and video, or in person at the Freehold office by appointment. The firm does not have a Waretown office, and Paul handles every matter himself.
Services in use
Buying
A private purchase still needs due diligence: the lease, equipment titles, liens, licenses, customer contracts and tax position. The purchase agreement then sets out what is included, how the price is paid and what the seller promises about the business.
Small business acquisitionsPartners
Two people pooling money and skills need written terms on ownership percentages, who contributes what, how profits are split, who makes decisions and how one partner can leave. These are best agreed before the first dollar is spent.
Partnership agreementsPremises
Commercial leases govern rent, repairs, permitted use, signage and renewal. Waterfront and marine properties can raise extra questions about docks, bulkheads and storm damage that should be addressed in writing.
Lease reviewBuying a business
| Item | How to check it | Risk if skipped |
|---|---|---|
| Lease | Read the full lease and get landlord consent to assignment | The landlord may refuse the transfer or change terms |
| Equipment and vessels | Match titles and serial numbers to a schedule; search for liens | Paying for assets the seller does not own outright |
| Seller's state taxes | File New Jersey's bulk-sale notice before closing | Buyer can become liable for unpaid seller taxes |
| Customer deposits | List prepaid bookings and agree who honors them | Owing services the buyer was never paid for |
| Licenses and permits | Confirm which transfer and which must be reissued | Being unable to operate on day one |
The firm's guide to buying a business with undisclosed liabilities explains what can follow a business after a sale.
The letter of intent
Many local sales begin with a short letter of intent. Even when most of it is non-binding, it sets expectations on price, structure and timing that are hard to change later, and it may contain binding terms on deposits, exclusivity and confidentiality. Bringing Paul in before you sign lets you build in a due diligence period and the right to walk away if the records do not support the price.
From there, the purchase agreement does the real work: representations about the business, an indemnity if they prove untrue, any seller financing and a reasonable non-compete. A seller's non-compete in a business sale is generally enforced more readily in New Jersey than an employee's, provided it is reasonable in scope and length. The Ocean County business law page shows how the firm supports buyers and sellers across the county.
Questions
Read it carefully for any binding terms, especially deposits, exclusivity periods and confidentiality. Make sure it gives you time to review the lease, financial records and equipment, and that the deposit is refundable if diligence turns up problems. A brief review by counsel at this stage is inexpensive compared with renegotiating after you have committed.
There is no fixed formula. Ownership usually reflects money contributed, work contributed and the risk each partner takes on, such as a personal guarantee. Whatever you agree, put it in an operating agreement along with how decisions are made, how profits are paid and what happens if one partner wants out.
Check the length of the term and renewal options, how rent increases, who pays for repairs and the roof, whether your planned use and signage are permitted, and whether you can assign the lease if you sell. Watch for personal guarantees with no limit. On waterfront property, confirm responsibility for docks, bulkheads and storm repairs.
Waretown is the main community within Ocean Township in Ocean County, and the two names are often used interchangeably. This Ocean Township is different from the Ocean Township in Monmouth County. For legal documents, use the entity's and property's exact registered names and addresses.
Nearby
Your attorney
Every matter at the firm is handled personally by Paul — the same attorney reads the documents, gives the advice and negotiates on your behalf.
Contact
Describe what the business is dealing with — a contract on your desk, a deal in progress, a dispute or a company you are about to form. You will hear back from the attorney who handles the work.
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