Syntax-Brillian asks court to force asset buyer to close on sale

By Caroline Salls

Pittsburgh, Sept. 11 - Syntax-Brillian Corp. filed a lawsuit Thursday that asks the U.S. Bankruptcy Court for the District of Delaware to order Olevia International Group, LLC and Jung-Jyh Wu to close on the sale of Syntax-Brillian's assets.

Syntax-Brillian also asked the court to order Olevia and Wu to pay damages, with the final amount to be set at trial, in connection with the delayed sale closing.

As previously reported, Olevia International said Wednesday that it does not plan to follow through with the scheduled Sept. 15 sale closing because Syntax-Brillian allegedly breached the purchase agreement.

Specifically, Olevia said Syntax-Brillian has breached the purchase agreement by failing to make a $3.5 million payment on a DigiMedia Essential claim, failing to pay license, royalty and registration fees on intellectual property, failing to keep Target as a customer and failing to maintain its contracts with Technology Resource Group, Inc.

In addition, the purchaser said Syntax-Brillian did not honor a covenant that keeps it from entering into a new contract related to the purchased assets without the buyer's consent.

However, Syntax-Brillian has denied Olevia's allegations that some closing conditions have not been met, according to Thursday's complaint.

To the extent that there has been any deviation from the purchase agreement, Syntax-Brillian said either the deviation is not a condition that excuses Olevia's obligation to close on the sale, it was caused by Olevia's failure to perform its obligations under the purchase agreement; it was caused by Olevia's failure to act in good faith and deal fairly in its performance under the sale agreement; or it was agreed to or waived by Olevia.

Syntax-Brillian is a Tempe, Ariz.-based designer, developer and distributor of LCD HDTVs, digital cameras and microdisplay entertainment products. The company filed for bankruptcy on July 8. Its Chapter 11 case number is 08-11407.

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