I'm getting back to you regarding my business
problem as we discussed before, where my partners are deceiving me.
As per the information you shared with me, I have written a letter to them to request indemnities against any of their wrong doings, I would appreciate if you please take a look and comment if there is anything I did wrong or you would do differently.
[ To: XXXXX XXXXX their attorney
RE: Request for indemnities for breach of fiduciary duties
Please consider this letter as an attempt to settle our partnership
dispute in a courteous manner and restore a legality of ABC, Inc. business activities.
In March of 2010 my partner X has admitted that during September 2008 - March 2010 my son has been working full time as my replacement without any compensation.
On or about May 05, 2010 it came to my attention that my partners, Y and X breached their fiduciary duty by paying themselves disproportional amount of salary that dramatically exceed the industry standard for similar job activities. Median National Salary for Bakery manager is $51,597; maximum is $66, 226. Bakery District manager salary at Panera Bread in NY is $36k-$75k; General Manager salary at Panera Bread, NY is $48,643.00; Manager salary at Panera Bread, NY is $41,127.00. My partners allocated to themselves the salary of $120k. After such discoveries were made, my partners voted me out from business management and dramatically decreased my share of profit distribution. For example, my partners’ salary has increased by 250% and my share of profit decreased by 50% comparatively with the last year.
Therefore Y and X breached their fiduciary duties by circumvented the profit distribution section of the partnership agreement by paying themselves disproportional high salaries. By voted me out they also breached paragraph 6.1 of the Partnership Agreement that states, “There shall be three Directors who shall manage the affairs of the corporation
” and paragraph 15.2 that states, “Any modification of this agreement must be made in writing and signed by the partners.”
Besides it was discovered that my partners on a regular basis allegedly involve in illegal business operations such as: destroying financial record; issuing unwarranted checks to their wives; paying their personal expenses from business account (leased cars); and other very serious violations of the state and federal laws. They very well aware of such violations of the law but are absolutely confident that you will be able to protect them from such illegal activities.
Accordingly, I respectfully XXXXX XXXXX following:
1. To arrange audit of my partner’s activities
2. To stop all and any illegal activities in regard of our partnership agreement,
corporation law, state and federal laws.
3. Provide myself with indemnity in accordance with the result of audit and compensate for employment of my son during 09/2008-03/2010.
Please also inform my partners that they are not allowed to pay for any attorney’s fee or any other expenses in regard of my request from corporation account and advise them to reimburse ABC Inc. for attorney’s fee paid for draft of new PA.]