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Good Morning, I've been thinking (& praying) this over. If I can't afford representation (yet), I can continue to build our case. I've been told even if I have a solid case, if I try to represent the corporation myself and do it incorrectly, it could be thrown out for good. That takes not wanting to do that in the first place to a whole new level. Maybe there is still some way to take this a step at a time confirming the steps as each needs to be made. Perhaps with help from a law school clinic? idk... Anyway, if an action can't be filed very soon the odds of deposing the director in time greatly deminish. We would have to rely on actions (& lack of) to prove our claim. It seems to me we have solid claims, however, is there a statute of limitations, do breaches expire? When my father's voting shares pass with him to his new wife there's no change, she's controlling now anyway, she would escape accountability but become liable from that time forward and she would still be responsible to address damages to the corporation while he was "director" correct? What about the lease in our agreement? My understanding he could use the land free for his lifetime for his personal cattle (that never did exclude the addition of corporate cattle btw). Does she automatically inherit that lease? If not could she, with voting majority, create her own free lease as lessee & lessor? I'm trying to determine if I have any angle to explore with our agreement.
I understand now. It had been told to me (not by you) that I could file a civil action myself. Although, it was never desireable or advisable.
Contingency or percentage has not been an option because they've pretty much drained the bank account. The asset is land. It's not that we don't have a solid case. We need to find a way to fund.
Is there a statue of limitations for filing against the breaches?
Would she inherit the free lease? Or could she write a free lease for herself?
Leasing the land is one activity that should bring income to the corporation. The agreement was so my father could use the land free for his personal herd during his lifetime. Yet even this should not have kept the corporation from using the land as well.
Thank you for that clarification! However, this presents a different confusion...
First, is the breach of contract you're speaking of the same as breach of fiduciary duties?
If so this REALLY changes things because I only began to discover and put these pieces together last year. For instance she became secretary in 2009 but we were never told and he kept signing as secretary as well as director. I discovered that when I found out the corp. was administratively dissolved in 2011.
Second, I'm not sure what you mean about "The title of the property passes subject to the existing tenancy." My concern is that she will be able to lease the property to herself for free as he has done. We agreed to let him do that for his lifetime (again not to the detriment of the corporation). Leasing the land should be bringing income into the corporation.
Then she would be able to continue to leach off the land for her own benefit just as he has... :-(. Oh brother what a mess.
Thanks for all your help! It is so very much appreciated!!
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