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5. a. True....it was a gift, not a sale.
b. True...he signed the loan..nothing has changed as to B and the lender.
c. True...as a personal guarantor, if the corp doesn't pay rent, the landlord can look to either or both guarantors. They are what we call "jointly and severally liable".
6. a and b.......too late. He should have negotiated these and put them in writing with A when he signed over his 50%.
You have hit the nail on the head so to speak, The reason it was a gift not a contract is precisely due to lack of consideraion...B gave up his 50 % A gave up nothing. B's working without pay changes nothing...B is giving up even MORE and A continues to give up nothing. NO CONTRACT!
He can't take it back. It's a gift. A can give it back though.
State filings or company records even if required don't change the validity of the transfer.
B should have addressed the loan/lease issues. But he could have only bound him and A NOT THE LANDLORD OR LENDER. They could always have gone after B directly..see above...joint and several liability. Then at best B could have held A liable to B.......if they had agreed to that.
B should have had legal counsel.