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Scenario 2002 a partner had me sign over $500,000 in stock…

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Scenario: 2002 a partner had...
Scenario: 2002 a partner had me sign over $500,000 in stock to be part of a limited partnership in Texas. I signed an employment agreement and he had me sign a partnership agreement final page (stating that he would discuss changes after my attorney looked at it, not to worry).

He never created the limited partnership. In 2005 He created a different partnership than what was in the name on the original agreement, without consulting me. I never signed a new agreement. I have been running the company for the last eight years. I finally got counsel.

My attorney says that I have not been protected by a limited partnership, and that the agreement is not valid. He is stating that we have been operating as a General Partnership and we have filed a suit as such.

My partner said that the agreement is binding because of the "intent", even though a limited partnership was never filed with the State of Texas.

What are your thoughts?
Submitted: 8 years ago.Category: Business Law
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Answered in 42 minutes by:
6/24/2010
Business Lawyer: wallstreetesq., Attorney replied 8 years ago
wallstreetesq.
wallstreetesq., Attorney
Category: Business Law
Satisfied Customers: 17,267
Experience: 10 years, Corp litigation, Of Counsel to several global and nationwide corporation
Verified

your attorney is correct, since the LP was never created the original agreement is void, also the $500,000 in stock you invested must be protected as you should have been entitled to what exactly you received for the investment. The intent issue is not valid as your intent was to be named on an LP.

 

 

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