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Abstract

Sale and acquisition of a business is risky, since vague legislation and lack of literature often contribute to the fact that it is not possible for the parties to know beforehand how a dispute about the agreement shall be resolved. The objective of this thesis is to clarify what should be applied in terms of liability and the allocation of risks between the parties, in order to help avoid disputes about the agreement.

In order to fulfill the purpose of the thesis, the legal status of the agreement has been investigated, as well as the question whether the sale of goods act should be applied, even though the sales agreement between the parties should be the primary regulation. Furthermore, another question that has been investigated is whether the buyer’s duty to investigate, and the seller’s duty to inform, affects the allocation of risks between the parties, and thereby also their liability.