Facts to consider going forward.
DEFAULT JUDGEMENT
“A defendant, by his default, admits the plaintiff's well-pleaded allegations of fact, is concluded on those facts by the judgment, and is barred from contesting on appeal the facts thus established."
(11th circuit court 2009)
The SPA provided that the "Purchase Price" consisted of three components: (i) cash payments totaling R$100,000,000, payable "in equal monthly installments over a period of forty eight (48) months following the Closing Date�" (SPA at §2.1.1 (emphasis added)); (ii) "R$100,000,000 of shares of [GDSI's] common stock," transferable at Closing (id. at §2.1.2.); and (3) future "earn-out" payments that were contingent upon Rontan's future financial 13 1 performance, with payments starting (if at all) more than two years after Closing (id. at § 2.1.3). Accordingly, the SPA did not require GDSI to make any cash payment to the Bolzans at closing.
J.C. Bolzan confirmed in his deposition that under the SPA, neither GDSI, General American Capital Partners, nor any other funding source was required to pay any cash at closing.
This purchase price was predicated on the Defendants' express representation and warranty in the SPA that, as of the execution of the agreement, "Rontan has timely paid all the Taxes due, and complied with all Tax obligations in accordance with the applicable law." SPA §5.13. As described above, it is undisputed that Defendants breached this representation.
As it(s) admitted in deposition, as of the date of the SPA, "Rontan had not timely paid all of its federal, state, and municipal taxes." [D.E. 138 at Ex. D (Depo. Tr. Clovis Paulino at p. 217:23 - 218: 10) 4]. He further admitted the unpaid and undisclosed tax liabilities were not limited to 2015, but that "there were amounts outstanding for previous years," and that, as of October 2015 (when the SPA was executed), Rontan's undisclosed "tax liability was in the hundreds of millions of Reals."
GLTA
$GDSI. .0200 close 02/20/2020
