Purchaser's use of the tradename WNY Lawn & Landscape and the goodwill associated with the name was an integral part of the contemplated business asset purchase.
The parties signed the asset purchase agreement on or about October 11,2013.
Very shortly after signing the agreement, Pilato began to materially breach the parties agreement and has continued to breach the agreement to this date.
Pilato breached the agreement in a variety of ways including but not limited to the following:
a. Holding himself out generally as W.N.Y. Lawn & Landscape.
b .Doing business as W.N.Y. Lawn & Landscape.
c. Invoicing landscaping clients as W.N.Y.Lawn&Landscape.
d. Purchasing materials, accounts and services using the name W.N.Y. Lawn & Landscape.
e. Soliciting landscape work and clients using the name W.N.Y. Lawn & Landscape.
f. Contacting existing Sparfeld customers using the name W.N.Y. Lawn & Landscape.
g. Conducting landscaping work.
h. Conducting landscaping work while using the name W.N.Y. Lawn & Landscape.
i. Conversion of materials belonging to defendants.
j. Wrongly receiving payments for the leased materials that had been paid for in full and not crediting the excess payments to other debt.
k. Multiple misrepresented and false assurances that Plaintiffs were not conducting business as WNY Lawn and Landscape.
1.Representing he was affiliated with Sparfeld and that Sparfeld would apply discounts to the landscaping bill because the customer had paid Pilato for his design services.
m. Maintaining and using letterhead with the business name W.N.Y.Lawn and Landscape.
n. Owning, using and maintaining the email domain name wnylandscape.com
o. Maintaining, using, and depositing funds into an M&T and Citizens bank account using the name W.N.Y. Lawn & Landscape.
p. Maintaining an internet presence in multiple domains including Angie's List under the name"WNY Lawn & Landscape".
q. Maintaining an internet presence in multiple domains including Facebook under the name "WNY Lawn & Landscape".
r. Using Sparfeld's mailing address for NYS and IRS tax filings under the name WNY Lawn & Landscape Inc.
s. Using the W.N.Y. LAWN & LANDSCAPE account at Pure Hockey to make unrelated nonbusiness purchases using Defendants business name and credit.