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Thank you for your question and thank you most kindly for requesting me to assist you with your concerns.
That threat has as much basis as their threat to not purse licensing. Both may be considered as damaging the business. While you can threaten to withhold he could likewise have the same potential legal argument against you by claiming that this act would breach the fiduciary duty owed to the business and other partners.
Hope that clarifies.
Another suggestion i have is to tell them that since the buyout process is taking longer and to demand opening of the business ASAP. While the buyout is being negotiated I can sweeten the deal by asking them to take 60% of the profits. Is this clause enforceable?
Thank you for your follow-up.
Any clause that is not illegal under state or federal law that both parties choose to agree to is valid and legal. Those terms, if they sign, would likewise be enforceable in this specific situation.
But the only issue is if they would sign this.
Or can we put this as a precondition to continue negotiating a buyout?
That is an issue with any clause or any condition. Nothing is binding until the other party consents. You cannot create terms that favor you without their consent and neither can you. You can call it a clause, condition, addendum, precondition, or whatever--it still requires them to agree, and this 'pre-condition' is still something they have to choose to follow for it to be enforceable.
Hope that clarifies!
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