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RGMacEsq, Attorney
Category: Business Law
Satisfied Customers: 16770
Experience:  Licensed Texas General Practice Attorney
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I have a private chef business, that is seasonal in the hamptons,NY.

Customer Question

I have a private chef business, that is seasonal in the hamptons,NY. This year I had an associate who we had spoke about being partner. Nothing was ever put in writing. After verbally agreeing to be partner this person took advantage of every situation and continunally slacked off. Yesterday he returned from vacation and I told him, with a list of 100 things that I would fire any other employee for in a second for on hand, that its just not working out. This summer we spit everything 50/50, all expenses, advertising,car,insurance etc.. cam out of my 50, He got 100% of his 50.When I asked him that wes must pay expenses first then split the profit, he said, that was unfair! Now im happy we never did it that way. I knew early on that it wasnt going to work out, since I had built the business up for quite some time before, advertising etc. So, yesterday when I told him it wasnt going to work out,he fought me a little but not alot because he knows there isnt anything in writing. He did claim that I owe him for advertising which is not correct, it was for him taking 40%, on a job where I was working 5 hours more per day then he was. We are talking minimal profits here. We both agreed that amount was no more then $100, I told him that I would pay $150 in good faith just so there is no hard feelings and he can work next summer. However I think that he should sign something stating that this is it, and he isnt going to change his mind and come after me, not that he can but I dont trust him. He is the greediest sponge I ever met in my life. How can I protect myself.
Submitted: 6 years ago.
Category: Business Law
Expert:  RGMacEsq replied 6 years ago.
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RGMacEsq :

Do you have any other partners, and if so, do you have a set form that you enter into when having them become partners?

RGMacEsq and other Business Law Specialists are ready to help you
Customer: replied 6 years ago.
No, this was more of mentioning to a kid you were going to take them to disneyland, It was menitoned once and then he would never let it go. Once he took over he slacked off, so to answer your question NO!
Customer: replied 6 years ago.
im off to work, I accepted the answer your going to provide me with, I may not be able to get back to write away unless you email me. My email [email protected] Thanks in advance

Expert:  RGMacEsq replied 6 years ago.
Thank you for your response. There are a number of issues with the partnership conversation. First and foremost, you need to understand that there can always be fight regarding whether there was a partnership or not. And what happens from there depends a lot on the facts.

One fact that is relevant is how your business is organized. If it is a corporation, LLP, LLC, or sole proprietorship is going to make a difference. Now the fact that this was all verbal makes it hard to prove that it was an actual offer, and if you can say that this was merely an initial conversation that was always meant to lead eventually to a written contract, which would be the operative contract, then that would be better for you. But the lack of a written offer, acceptance, or partnership contract is going to make things better for you.

Also if you have other partners that have all signed some sort of agreement with you, that would be further evidence that there never was a partnership with this individual.

Since there are disputed issues here, you should have him sign a full and final release. Make it clear to him that the $150 and any continued employment next summer is contingent upon the signing of this agreement.

The agreement should state, in unequivocal terms, that there exists no partnership, profit and/or expense sharing agreement, alliance, or other co-equal relationship between the two of you. You should state that you felt that there never was an agreement in the first place, and that if there ever was, he is waiving, fully, completely, and finally, any and all rights to recover any property and/or payment, and waiving any and all claims, past or present, up to the moment of execution of the document, that he has against you, in any capacity. Make sure that there is a clause that states "both parties agree that there has not been and there is not currently a partnership of any sort between Mr. X and Mr. Y" [change these values, or course]. Finally, have a clause that states that this agreement can only be modified in writing, signed by both parties.

Once you get this in writing, make sure that you sign it and he signs it, and puts the date on it. It would be good to get it notarized, but it is not necessary. Give him a copy and keep the original in a safe place, with a couple of copies in a couple of other places (so you have backups in case the original is lost, stolen destroyed, etc...

I hope that helps. Good luck to you and your business!
Customer: replied 6 years ago.
Thanks for your prompt response. Yes it was for a sole pripriorship.
Expert:  RGMacEsq replied 6 years ago.
In that instance, the partnership would have been a general partnership, and even if there was a written agreement, no title to any assets, etc... would have actually transferred, so all things considered, this is about the best situation that you can be in.

I hope that helps. Good luck to you!
Customer: replied 6 years ago.
have you been paid sir, I thought I paid you this morning? Also what would you charge me to look over a sales contract between myself and future clients? Thanks again. XXXXX
Expert:  RGMacEsq replied 6 years ago.
Yes, I have been paid. If you want me to look over a sales contract, that would be outside of the scope of this current question, but you can always ask a new question and address it "to ScottyMacEsq".

Thanks again!