Prepare Legal Documents Prepare Sale of Business Contract Your Conveyancing firm is contacted by City Business Brokers, Real Estate Agents, as your client vendor, Rhonda Bratos has agreed to sell her business, 166 Espresso Bar, caf take away business at 166 Little Lonsdale Street, Melbourne Rhonda only been in the business for approximately 2 years Your client has had unexpected health problems and that together with the effect of the Covid 19 pandemic is the reason the business has not been very successful and she has to sell The profits for the last two financial years have only been $12,000 and $43,000 respectively Yan Kee, the purchaser, currently manages a cafe at Reservoir Yan lives with her 15 year old son in the home at Reservoir which she owns She has savings of $75,000 to just about cover the purchase price of the business and she is borrowing the balance from the ANZ Bank Limited City Business Brokers provide the following instructions Vendor RHONDA BRATOS ACN ABN 4444 5555 666 Address 4 88 WILLIAM STREET, SOUTH YARRA Vendor's Selling Agent CITY BUSINESS BROKERS PTY LTD Address 1 ST KILDA ROAD, ST KILDA Vendor's Legal Practitioner COLONELS Address 303 BARRACK DRIVE, ST KILDA Vendor's Accountant(s) FISTS Address 5 BALANCED AVENUE SOUTH YARRA Purchaser YAN KEE ACN ABN 999 888 111 Address 9 LEMON STREET, RESERVOIR Type of Business CAF, SANDWICH BAR TAKE AWAY FOOD Business Name(s) 166 ESPRESSO BAR Registration Number(s) 101202 Price $80,000 exclusive of any GST, but plus stock Deposit $ 8,000 Which must be paid concurrently with the Purchaser delivering to the Vendor a copy of this Contract duly executed by the Purchaser Residue $72,000 exclusive of any GST Payment of Residue On the Date of Settlement Allocation of Price 1 Plant and Equipment $30,000 2 Goodwill $45,000 3 Vendor's Intellectual Property $ 5,000 Date for Settlement The 6 th day of December 2021 being the date on which the Purchaser is required to pay the Residue and the Vendor is required to give possession of the Business , the Assets and the Stock to the Purchaser STOCK Maximum Stock value $15,000 Business Premises 166 LITTLE LONSDALE STREET, MELBOURNE (see attached diagram) Address Title Particulars Volume 9090 Folio 070 ASSISTANCE Period 5 days prior to the Date for Settlement and NIL days after the Contract Date finance Lender ANZ Bank Ltd Loan not less than $50,000 Loan Approval Date EXPIRATION 7 DAYS OF CONTRACT DATE The plant and equipment Mt Franklin fridge Coke Fridge 2 4mt display fridge 2mt bain marie x 2 electronic cash register x 2 2 group head expresso machine coffee grinder microwave ovens x 3 commercial toasters x 2 milk shake machines x 2 toasted sandwich press x 2 12 tables 30 chairs 6 bar stools reverse cycle airconditioner electric fans x 2 3 filter canopy 6 burner oven and grill juicers x 2 food processor x 2 chest freezer 1 brice meat slicer 1 domestic fridge 4 ceiling fans 1 television stereo system computer booking system clock fly zapper mop bucket hot water service, light fittings, floor coverings and cool room including shelving all wire and timber stands, cutting boards, tongs, crockery, cutlery, glass ware and other items used for the conduct of the business Licenses, permits, approvals and registration necessary for the Business Food premises registration Vendor's Intellectual Property Business name, recipes and client list EQUIPMENT HIRE CONTRACTS Owner Mt Franlin Drinks Pty Ltd Lessee Rhonda Bratos Commencement Date 1 July, 2018 Expiry Date 30 June, 2021 Term 3 years Option nil Payment $66 per annum Default Inapplicable Default Notice Inapplicable Owner Coca Cola Amatil Ltd Lessee Rhonda Bratos Commencement Date I July, 2019 Expiry Date 30 June, 2022 Term 3 years Option Inapplicable Payment $52 per annum Default $52 00 Restraint of Trade Period 2 years Distance 2 kms A copy of the Retail Lease will be forwarded to you by City Business Brokers who are arranging a Transfer of Lease and Statement by a Vendor of a Small Business ( latter now attached) TERMS OF CURRENT LEASE Landlord Licensor Lonsdale Street Investments Pty Ltd Tenant Licensee Rhonda Bratos Commencement Date 1 July, 2019 Term of Retail Leases Act lease 3 years Option (if any) One further period of 3 years Rent Licence Fee $1,800 plus GST per month Outgoings City of Melbourne $1,000 per annum City West Water $950 per annum Land Tax single holding basis $200 per annum Insurance of building $800 per annum Method of Rent Licence Review To market Period of Rent Licence Review Every 3 years Where Lease Licence Can be Inspected Lonsdale Lawyers, Melbourne Details of Previous Transfers Nil Landlord's fittings installations Hot water service, light fittings, ceiling fans, fixed floor coverings and cool room including fan Employees and Material Contracts Inapplicable City Business Brokers suggest six (6) Special Conditions It is acknowledged City Business Brokers Pty Ltd does not make any claim or accept any responsibility to any person or entity arising out of the figures and details contained in the Section 52 Statement and this Contract Nor does City Business Brokers Pty Ltd warrant or represent the said figures and information to be correct The purchaser acknowledges the vendor's agent has acted as agent of the vendor and that no information, representation or warranty of the vendor or the vendor's agent was supplied or made with the intention or knowledge it would be relied on by the purchaser and that no information, representation or warranty has in fact been so relied on and this contract is the sole and full repository of the agreement between the vendor and the vendor's agent on the one hand and the purchaser on the other hand The purchaser may nominate a substitute or additional purchaser, but the named purchaser remains personally liable for the due performance of all the purchaser's obligations under this contract This contract is subject to and conditional upon the landlord of the premises granting to the purchaser two additional option periods of three years each which are in addition to the one option period of three years in the vendor's existing lease The vendor shall assist the purchaser for one week after the settlement day for a reasonable remuneration It is agreed the restraint of trade undertaking period in any General Condition 12 2 ends in 24 months and the radial distance is two kilometres from the business premises draft a letter to your client bringing to her attention any legal aspects of the Contract you consider important and also other matters e g changes to the wording and content of the proposed Special Conditions queries as to the instructions of City Business Brokers further instructions you may need and, if appropriate, asking her to sign and return the Contract to you

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Prepare Legal Documents Prepare Sale of Business Contract Your Conveyancing firm is contacted by City Business Brokers, Real Estate Agents, as your client vendor, Rhonda

Prepare Legal Documents

Prepare Sale of Business Contract

Your Conveyancing firm is contacted by City Business Brokers, Real Estate Agents, as your client vendor, Rhonda Bratos has agreed to sell her business, 166 Espresso Bar, caf / take away business at 166 Little Lonsdale Street, Melbourne. Rhonda only been in the business for approximately 2 years. Your client has had unexpected health problems and that together with the effect of the Covid 19 pandemic is the reason the business has not been very successful and she has to sell. The profits for the last two financial years have only been $12,000 and $43,000 respectively.

Yan Kee, the purchaser, currently manages a cafe at Reservoir. Yan lives with her 15 year old son in the home at Reservoir which she owns. She has savings of $75,000 to just about cover the purchase price of the business and she is borrowing the balance from the ANZ Bank Limited.

City Business Brokers provide the following instructions:

	Vendor:	RHONDA BRATOS
	ACN/ABN:	4444 5555 666
	Address:	4/88 WILLIAM STREET, SOUTH YARRA


	Vendor's Selling Agent:	CITY BUSINESS BROKERS PTY LTD
	Address:	1 ST KILDA ROAD, ST KILDA



	Vendor's Legal Practitioner:	COLONELS
	Address:	303 BARRACK DRIVE, ST KILDA



	Vendor's Accountant(s):	FISTS
	Address:	5 BALANCED AVENUE SOUTH YARRA



	Purchaser:	YAN KEE
	ACN/ABN:	999 888 111
	Address:	9 LEMON STREET, RESERVOIR

Type of Business:	CAF, SANDWICH BAR & TAKE AWAY FOOD
Business Name(s):	166 ESPRESSO BAR

Registration Number(s):	101202

Price:

$80,000

exclusive of any GST,but plus stock

Deposit:

$ 8,000

Which must be paid concurrently with the Purchaser delivering to the Vendor a copy of this Contract duly executed by the Purchaser.

Residue:

$72,000

exclusive of any GST.

Payment of Residue:

On the Date of Settlement

Allocation of Price:

Plant and Equipment

$30,000

Goodwill

$45,000

Vendor's Intellectual Property

$ 5,000

Date for Settlement:

The 6thday of December 2021 being the date on which the Purchaser is required to pay the Residue and the Vendor is required to give possession of the Business, the Assets and the Stock to the Purchaser.

STOCK:

Maximum Stock value:

$15,000

Business Premises:

166 LITTLE LONSDALE STREET, MELBOURNE (see attached diagram)

Address:

Title Particulars:

Volume: 9090

Folio:070




ASSISTANCE Period:	5 days prior to the Date for Settlement and NILdays after the Contract Date.


finance:
Lender:	ANZ Bank Ltd.
Loan not less than:	$50,000
Loan Approval Date:	EXPIRATION 7 DAYS OF CONTRACT DATE
The plant and equipment:	Mt Franklin fridge; Coke Fridge; 2.4mt display fridge; 2mt bain marie x 2; electronic cash register x 2; 2 group head expresso machine; coffee grinder; microwave ovens x 3; commercial toasters x 2; milk shake machines x 2; toasted sandwich press x 2; 12 tables; 30 chairs; 6 bar stools; reverse cycle airconditioner; electric fans x 2; 3 filter canopy; 6 burner oven and grill; juicers x 2; food processor x 2;chest freezer; 1 brice meat slicer; 1 domestic fridge; 4 ceiling fans; 1 television; stereo system; computer booking system; clock; fly zapper; mop bucket;hot water service, light fittings, floor coverings and cool room including shelving; all wire and timber stands, cutting boards, tongs, crockery, cutlery, glass ware and other items used for the conduct of the business
Licenses, permits, approvals and registration necessary for the Business:	Food premises registration
Vendor's Intellectual Property:	Business name, recipes and client list

EQUIPMENT HIRE CONTRACTS

Owner:	Mt Franlin Drinks Pty Ltd
Lessee:	Rhonda Bratos
Commencement Date:	1 July, 2018
Expiry Date:	30 June, 2021
Term:	3 years
Option:	nil
Payment:	$66 per annum
Default:	Inapplicable
Default Notice:	Inapplicable

Owner:	Coca Cola Amatil Ltd
Lessee:	Rhonda Bratos
Commencement Date:	I July, 2019
Expiry Date:	30 June, 2022
Term:	3 years
Option:	Inapplicable
Payment:	$52 per annum
Default:	$52.00

Restraint of Trade: Period 2 years; Distance 2 kms.
A copy of the Retail Lease will be forwarded to you by City Business Brokers who are arranging a Transfer of Lease and Statement by a Vendor of a Small Business ( latter now attached).
TERMS OF CURRENT LEASE

Landlord/Licensor:	Lonsdale Street Investments Pty Ltd
Tenant/Licensee:	Rhonda Bratos
Commencement Date:	1 July, 2019
Term of Retail Leases Act lease:	3 years
Option (if any):	One further period of 3 years
Rent/Licence Fee:	$1,800 plus GST per month
Outgoings:	City of Melbourne $1,000 per annum; City West Water $950 per annum; Land Tax single holding basis $200 per annum; Insurance of building $800 per annum
Method of Rent/Licence Review:	To market
Period of Rent/Licence Review:	Every 3 years
Where Lease/Licence Can be Inspected:	Lonsdale Lawyers, Melbourne
Details of Previous Transfers:	Nil
Landlord's fittings & installations	Hot water service, light fittings, ceiling fans, fixed floor coverings and cool room including fan.

Employees and Material Contracts:Inapplicable

City Business Brokers suggest six (6) Special Conditions:

It is acknowledged City Business Brokers Pty Ltd does not make any claim or accept any responsibility to any person or entity arising out of the figures and details contained in the Section 52 Statement and this Contract. Nor does City Business Brokers Pty Ltd warrant or represent the said figures and information to be correct.
The purchaser acknowledges the vendor's agent has acted as agent of the vendor and that no information, representation or warranty of the vendor or the vendor's agent was supplied or made with the intention or knowledge it would be relied on by the purchaser and that no information, representation or warranty has in fact been so relied on and this contract is the sole and full repository of the agreement between the vendor and the vendor's agent on the one hand and the purchaser on the other hand.
The purchaser may nominate a substitute or additional purchaser, but the named purchaser remains personally liable for the due performance of all the purchaser's obligations under this contract.
This contract is subject to and conditional upon the landlord of the premises granting to the purchaser two additional option periods of three years each which are in addition to the one option period of three years in the vendor's existing lease.
The vendor shall assist the purchaser for one week after the settlement day for a reasonable remuneration.
It is agreed the restraint of trade undertaking period in any General Condition 12.2 ends in 24 months and the radial distance is two kilometres from the business premises.

draft a letter to your client bringing to her attention any legal aspects of the Contract you consider important and also other matters e.g. changes to the wording and content of the proposed Special Conditions; queries as to the instructions of City Business Brokers; further instructions you may need and, if appropriate, asking her to sign and return the Contract to you.