Dear Manolo
You have kindly asked us elaborate on “the real essence of the third party better rights”.
First of all it is vital to appreciate the Danish legal term “tredjemands bedre ret” (third party better rights).
In this case the seller (the estate) is the first party and the buyer (SGM New Light) is the second
party. Everybody else – including Team Precision – is a third party.
If the first or the second party have at better right than the third party they will extinguish the thirds parties right.
If a third party has a better right he can buy or sell without any legal repercussions.
A seller is never obliged to take a loss. A seller can be forced to have a loss either by market movements or by a bankruptcy, but never dictated by a possible buyer.
In respect of SGM New Light who has bought the patent rights, they of course have the right to obtain the items at hand at the agreed price. If SGM New Light will only buy at a lower price, Team Precision is not obliged to enter into this agreement as this would be against TP´s “ better rights not to take a loss”. At this point Team Precision will have the right to sell to a third party, also at a better price than what could be obtained from SGM New Lights.
Thus, as previous informed on, SGM New Light should be notified immediately, listing the items in stock with the agreed prices, asking them to answer within 10 days if they want to buy the items at the set price. Of course also demanding sufficient collateral to cover the price or some kind of letter of credit or Dear Manolo
The letter should also demand an answer within e.g. 10 days and state, that if no written accept I received, this will be regarded as a retraction of your offer giving you the right to sell to somebody else.
I have previously suggested that you could set up a Danish or a German daughter company of your Danish company and sell through this daughter in order to further minimize your risk. After the items have been sold you can close down this preliminary daughter.
Let me therefore stress,
the phrase “third party better right” is a Danish legal term which allows you to sell to a third party provided that you:
• Ask the new company holding the patent rights first
• Or sell to somebody else, if the agreed price and demands for collaterals are not met
These letters to the new SGM should be activated immediately.
Parallel hereto I have recommended finding other buyers (maybe other buyers would also be interested in a future corporation). For further reduction of your risk.
Please also observe my former recommendations for future activities on the European market, that it can be an advantage to have a company within the EU to be in charge of the selling inside the EU giving advantages concerning VAT, product liability and possibility to have insurance for your credit risk etc.
The letter to SGM New Lights should also demand an answer within e.g. 10 days and state, that if no written accept I received, this will be regarded as a retraction of your offer giving you the right to sell to somebody else.