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MShore Law
MShore Law, Attorney
Category: Business Law
Satisfied Customers: 25285
Experience:  Drafted Negotiated and/or Reviewed Thousands of Commercial Agreements
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buying certain amount of stocks of a Restaurant business

Customer Question

buying certain amount of stocks of a Restaurant business
Submitted: 3 years ago.
Category: Business Law
Expert:  MShore Law replied 3 years ago.
Thank you for the post, I am happy to assist you by answering your questions. Are you seeking a referral to an attorney, or are you asking whether you can utilize Just Answer to have the documents reviewed?
Customer: replied 3 years ago.
i'm asking whether i can utilize an attorney located in NJ to deal with a business located in Boston. Also what would be the fee to review the contract and to make necessary changes.
Expert:  MShore Law replied 3 years ago.
Thank you for the clarification, yes you can use a NJ attorney to deal with a business located in Boston, so long as the matter does not require the NJ attorney to enter the state of MA and represent you. The fee to review, if by the hour would be approximately $275-$600 per hour (fees vary wildly) and would take approximately 2-5 hours to complete depending the length of the contract and MOU.
Customer: replied 3 years ago.

In what cases does the attorney have to enter the state of MA and represent me? How can we assess the value of the business in MA is worth the amount of money i'm investing? How can i protect myself if the other party files for personal/business banruptcy? Can we add any guarantees in the contract that would help me in getting back some of the assets in the event of bankrupt situation? I'm investing 50K to get 20% stock of this business. Business owner will be paying me $1000/month in cash for the investment i made irrespective of profits/loss. He would return the investment with 45days written notice at any point of time.

Can this be done and how to ensure that i get my investment back when i need it?

Expert:  MShore Law replied 3 years ago.
If litigation ensues. The value of the MA business would be determined by the calculation of its assets, including accounts receivable, minus liabilities, including accounts payable, your purchase price should equal 20% of that number. You can include language stipulating that in the event the business loses money two consecutive years, you can pull out and a portion of your investment returned. lease let me know if you have any follow up questions.
Customer: replied 3 years ago.
Would you be able to review the contract and MOU and let me know if that can be doable.
Expert:  MShore Law replied 3 years ago.
Unfortunately contract review is beyond the scope of services available via Just Answer as no attorney client relationship can be formed via Just Answer. I am however happy to answer any additional questions you have.
Customer: replied 3 years ago.

Its a new business.. so not sure if we can assess properly.. Also whenever they return my investment ($50k) back, i would prefer taking a personal check to avoid paying tax on the amount returned. Is that legal and how can we put that in MOU? Also how can we put in the MOU that other party will be paying me $1000 cash every month on so and so date. And if they do not pay on that date, what can i do?

Expert:  MShore Law replied 3 years ago.
For ethical reasons I cannot advise you on how to evade taxes and even if there was an agreement for the funds to be returned via personal check it would be best not to include that in writing. The monthly payment obligation can be phrased in a fashion similar to: the parties agree that commencing commensurate with the execution of this agreement upon the first of the following month, (you) will receive $1,000 on the first of each subsequent month throughout the Term of the Agreement. Further, it will be considered a material breach of this Agreement if such payment is not received on the date specified, and such breach shall, at (your) sole election give rise to the acceleration of all sums due hereunder.
Customer: replied 3 years ago.
while paying $50k, i will be giving the other party a company check (i have an LLC with 2 partners, 2nd partner is only 1%). Does that mean that my LLC is doing the business or investing in the other LLC? Or is it considered as personal investment?
Expert:  MShore Law replied 3 years ago.
It is considered your LLC investing in the other business. Even if you owned 100% of your LLC, the answer would be the same because you are using a company check.
Customer: replied 3 years ago.
what happens to the investment if my LLC gets dissolved couple of years down the line?
Expert:  MShore Law replied 3 years ago.
It depends on the language of the sales agreement, specifically whether a successor in interest to the LLC assumes your LLCs interest (i.e. you) or the interest reverts back to the restaurant you are purchasing an interest in.
Customer: replied 3 years ago.
i have few more questions. can i get back to you on this? i would really appreciate your patience.
Expert:  MShore Law replied 3 years ago.
I am happy to assist you further, but must respectfully request that you click Accept as an indication that I have answered the questions posed already. Just Answer is a question and answer service, such that a deposit is placed a question. I answered a series of questions in this post and would really appreciate it if you can click accept in recognition of the effort already invested.

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