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ScottyMacEsq
ScottyMacEsq, Attorney
Category: Legal
Satisfied Customers: 11957
Experience:  Licensed Texas General Practice Attorney
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Im looking for an attorney to review (today - preferably this

Customer Question

I'm looking for an attorney to review (today - preferably this morning, eastern time zone US.) a three page separation and release agreement for any major omissions or damaging inclusions. It appears pretty straight forward to us but we are not lawyers.
Back ground: one partner out of a three person partnership is leaving a corporation. The other two partners are buying out the partner that is leaving.
Submitted: 1 year ago.
Category: Legal
Expert:  ScottyMacEsq replied 1 year ago.

ScottyMacEsq :

Thank you for using JustAnswer. I am researching your issue and will respond shortly.

ScottyMacEsq :

Do you have this contract in text form, or can you scan and upload the images here? (you can use the "paperclip" icon to do so).

Customer:

Let me know if you cannot read / access it. Thanks.

ScottyMacEsq :

Thank you. Are there any specific questions or issues that you want to address? Or just a general review?

Customer:

Just general review. This is an unfriendly separation and one of the unhappy persons had his attorney draw this up. The concern is that there may be something omitted or included that could be damaging to the other partner who is leaving.

ScottyMacEsq :

Thank you. One other thing: the attorney that drafted this up, is it the partner that is leaving?

Customer:

No...I do not know the identity of the attorney who drafted it. None of the three partners is an attorney.

Customer:

One of the partner's staying presumably had his attorney draft it.

Customer:

Sorry about the any typos / grammar errors. etc..

ScottyMacEsq :

That's okay. Please give me a few minutes (it might take 20-30 or so, for a thorough review)...

Customer:

that's fine. I'll be near my computer and will check back in 30

Customer:

Sorry if I was not clear. I am assisting Mr. Boberg who is leaving the partnership. Richard Taffet is the partner who had this drafted and given to Mr. Boberg.

ScottyMacEsq :

Thank you. For some reason this screen locked up and I was having trouble getting back. I think that I have resolved the issue. Can you tell me in what capacity you're assisting him? Are you an employee, personal assistant, etc...?

ScottyMacEsq :

Thank you for your patience.

ScottyMacEsq :

1. Standard contract language.
2.
a) Mr. B will no longer represent A as an agent or officer of the company, and will no longer have any ownership interest in the company.
b) He will be paid initially $7500, and will be paid a total of $17,500 more, through 8 installment payments, for a total of $25,000 for his interest in the company. All the payments will be done by Dec 31, 2013. These payments are not tax assisted.
c) full and final release for any and all claims.

ScottyMacEsq :

3. Mr. B will get this amount paid and nothing else, and will have no claim, whatsoever, to anything more, as well as fully discharging and disclaiming any Federal or state rights that he otherwise would have had.

ScottyMacEsq :

Basically this is it, and if he thinks that he has some other claim, then that's not the case.

ScottyMacEsq :

4. He can't talk about the terms or even the existence of the agreement to other parties....

ScottyMacEsq :

5. standard clause, in that if one clause is stricken, the rest will stand.

ScottyMacEsq :

(that is, one bad clause won't doom the entire agreement)

ScottyMacEsq :

6. Generally speaking, ambiguities in contracts are construed against the drafter of the contract. This says that ambiguities will be neutral, and drafted in a neutral manner.

ScottyMacEsq :

7. This means that arbitration could be compelled by either party, if it goes to court. Standard in a business agreement.

ScottyMacEsq :

8. Saying that this is voluntary, not under duress, etc... It's sort of superfluous, in that if it's not voluntary, a clause saying that it is would not otherwise make an invalid contract valid, but that's my own opinion on the matter. I've not seen any cases where a contract that would otherwise be void (because it was not voluntary) be saved by a clause like this.

ScottyMacEsq :

9. Standard

ScottyMacEsq :

10. (no clause? skips to 11)

ScottyMacEsq :

11. Standard. Means neither party can say anything bad about the other one.

ScottyMacEsq :

12. Tells when the effective date is (and when the first payment will occur).

ScottyMacEsq :

There's no big "gotchas" here. I assume that this is a full and final sale of any and all interest that he has, and that he does not expect any payments past December of this year. There will be no royalties, no ownership interest in anything, etc...

ScottyMacEsq :

It's a full and final sale and release of any claims against him and against the company.

ScottyMacEsq :

There are other clauses that I would have in there (such as a modification clause, that modifications can only be made in writing, signed by both parties) as well as a choice of law / choice of forum clause (if there's a lawsuit, it will be brought in X County, X state, and be based upon the law of X state)

ScottyMacEsq :

These are not necessary, but helpful in the right contexts.

ScottyMacEsq :

Again, I don't see any problems with this contract or any way that they're trying to defraud or otherwise screw him.

ScottyMacEsq :

Those other clauses would be something that I would have included, but like I said, are by no means necessary and really don't give Mr. B any advantage.

ScottyMacEsq :

Hope that clears things up a bit. If you have any other questions, please let me know. If not, and you have not yet, please rate my answer. Please note that I don't get any credit for my answer unless and until you rate it a 3, 4, 5 (good or better). Thank you, XXXXX XXXXX luck to you!

Customer:

Thank you. This is what we were looking for. Very timely. Thank you. I will rate you highly. Will you be available through out the day if we have further questions? (I understand that will cost more money.)

ScottyMacEsq, Attorney
Category: Legal
Satisfied Customers: 11957
Experience: Licensed Texas General Practice Attorney
ScottyMacEsq and 6 other Legal Specialists are ready to help you
Customer: replied 1 year ago.

I never saw your question about how I was assisting Mr Boberg. I'm Mr. Boberg's partner as in "life partner." I also do work for another company that he owns. I will start another question later if he has further questions. Thank you so much.

Expert:  ScottyMacEsq replied 1 year ago.
My pleasure. I wanted to make certain that if you were an employee of the LLC (such as his assistant employed by the LLC) there could be a conflict there, if you were helping in that capacity, but that's not an issue now.

Thank you, and again, good luck to you!

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ScottyMacEsq
ScottyMacEsq
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Licensed Texas General Practice Attorney