The Eighth Circuit first found that the asset sale contract did not regulate the extent of Celadon`s warN-Act liability. The court stated that “[t]he terms have characterized the sale of assets as a sale of assets through the conclusion of an asset purchase agreement, its terms only bind its signatories. In other words, the agreement was binding only on Continental (which probably had no means) and Celadon. It was not binding on the employees concerned: “Congress has passed the WARN Employee Protection Act; it is not a technical maze that sophisticated corporate lawyers can navigate at the expense of employees. Dealer sales contracts often provide that the seller terminates all employees at the conclusion and that the buyer has the option to rehire the employees chosen by the buyer (or none, at the full discretion of the buyer). Although the purchaser needs flexibility to choose the staff to keep, the planned termination action of a qualified seller of 50 or more employees at closing triggers the 60-day reporting requirement (i.e., the 60-day legal period must be granted to these employees at least 60 days before closing). If you do not provide this notification, it may result in the seller being held liable for up to 60 days of a sneaky down payment and a loss of earnings for the employees concerned, as well as a civil fine of $500 per day and legal fees for each successful staff member in a resulting civil action. Accordingly, parties to a buy-selling should take stock of the number of people currently employed by the seller and the number of persons dismissed at the closing during the purchase and document phase, and certainly well before closing, in order to determine whether the legal 60-day period is required. Each party may dismiss contractual liability to the other party for providing a notification in accordance with the employees concerned, but in practice it is the seller who is the primary responsible for communicating the required notification. Earlier in the day, the U.S. Court of Appeals for the Eighth Circuit found that the purchaser was responsible for providing the notification prescribed by the WARN Act and that this communication should have been provided at least 60 days prior to the collective dismissal, which took place 14 days after the sale came into effect to comply with the WARN Act.