When Control Is Gone, the Contract Is Everything:

Protecting Your Interests After Sale

Lessons from Momentum Freight Logistics Corp. v. Benie Logistics, Inc. on Asset Purchase Agreements and Seller Protection

One of the hardest moments in a business sale comes after the closing.

The seller has transferred control.The buyer now runs the operations.And any remaining value the seller is entitled to receive exists only on paper.

That is precisely where contract drafting and interpretation stop being academic exercises and start being the seller’s last line of defense.

A recent Ohio appellate decision, Momentum Freight Logistics Corp. v. Benie Logistics, Inc., 2025-Ohio-5738 offers a clear, cautionary lesson on why precision in Asset Purchase Agreements (APAs) matters, especially when sellers retain rights to post-closing assets or reimbursements.

The Problem Every Seller Faces After Closing

Once a business is sold via an APA:

• The seller no longer controls the bank accounts

• The seller no longer controls payroll, insurance, or vendors

• The seller no longer controls communications with third parties

If money later flows into the business, refunds, dividends, rebates, earn-outs, or contingent payments, the seller must rely on contractual language alone to ensure those funds make their way back.

In Momentum Freight, that reliance was tested when hundreds of thousands of dollars flowed to the buyer after closing.

The Dispute: A Post-Closing Windfall

Momentum sold its FedEx delivery business to Benie under an APA that specifically excluded certain assets from the sale, including:

“Workers’ Compensation premium dividend reimbursement” for defined policy periods.

After the buyer assumed the seller’s workers’ compensation policy, the Ohio Bureau of Workers’ Compensation issued two dividend checks totaling more than $327,000, money calculated entirely from premiums the seller had paid before the sale.

The buyer received the checks.

The buyer did not forward them.

Instead, the funds were eventually transferred out of the company and into the owners’ personal accounts.

The buyer argued that the larger payment, issued during the COVID pandemic, was not a “reimbursement” contemplated by the APA.

The seller argued that the contract language was clear.

Why the Seller Won: Drafting and Interpretation Did the Work

The appellate court agreed with the seller—and the reasoning is instructive.

1. Plain Language Controls After Closing

The APA did not hedge. It did not condition payment on the buyer’s interpretation. It did not limit recovery to a narrow definition of “reimbursement.”

It used three critical words together:

• Premium

• Dividend

• Reimbursement

The court refused to read any of those words out of the contract. Once the buyer assumed the policy, any dividends calculated from the seller’s premium history belonged to the seller, period.

When sellers lose operational control, courts will look first and last to the four corners of the agreement. Precision matters.

2. Post-Closing Disputes Are Predictable, Draft for Them

The buyer argued that the pandemic-era dividend was unforeseeable.

The court rejected that framing.

The lesson is not that sellers must predict pandemics.The lesson is that contracts must be drafted broadly enough to capture future contingencies without renegotiation.

If a seller intends to retain economic rights tied to pre-closing operations, those rights must be described in functional, outcome-oriented terms, not narrow labels that invite creative reinterpretation later.

3. When Contractual Duties Are Ignored, Exposure Can Escalate Fast

This case did not stop at breach of contract.

Because the buyer’s owners diverted the funds after receiving them, and after acknowledging the seller’s claim, the court allowed:

• Piercing of the corporate veil

• Personal liability

• Civil theft claims

• Treble damages on part of the diverted funds

In other words, sloppy post-closing behavior turned a contract dispute into a personal financial disaster.

For sellers, this reinforces an important point: Strong drafting does not just preserve claims, it increases leverage and remedies when things go wrong.

The Bigger Takeaway for Business Owners and Dealmakers

This case underscores a simple but often ignored truth:

Once you sell the business, the contract is your proxy for control.

If the contract is vague, incomplete, or overly optimistic about cooperation, the seller bears the risk.

If the contract is clear, durable, and well-structured, the seller can enforce rights, even against bad behavior.

Practical Lessons for Sellers in Asset Deals

When negotiating or drafting an APA, sellers should insist on:

• Explicit treatment of post-closing receipts (refunds, dividends, rebates, credits)

• Clear ownership of contingent or delayed payments

• Mandatory forwarding obligations with timelines

• Audit and notice rights

• Remedies that escalate beyond simple breach

• Personal exposure triggers for misconduct

Because once the keys are handed over, the paper is all you have left.

Final Thought

The sale of a business is not the end of risk, it is a change in its form.

Momentum Freight Logistics v. Benie Logistics reminds us that sellers do not lose their rights when they lose control, but only if those rights were carefully drafted, clearly expressed, and legally enforceable from the start.

If you’re selling a business, the closing table is not the finish line.

It’s the point where your contract starts doing the heavy lifting.