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I have a business that is a partnership set up as a s

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corporation. I made the mistake...
I have a business that is a partnership set up as a s corporation. I made the mistake of signing a bill of sale to sell my 50% share of my partnership and the buyer has put down a deposit of 5k with 80k remaining. The bill of sale was only sign 2 days ago. The other partner does not agree to accept the new partner also. Is there any way I can back out of this contract?
Submitted: 2 months ago.Category: Business Law
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5/29/2018
Business Lawyer: Attorney 1, Attorney replied 2 months ago
Attorney 1
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Hello, and welcome. I am a licensed attorney and happy to assist.You can back out of the deal without consequence if there is a provision in your contract with the purchaser that the sale is contingent upon acceptance of the sale by the other partner. You can also cancel the deal without repercussion if the other party materially breaches your agreement with him/her.If the only provisions limiting the sale of your share of the partnership are included in your contract with the original partner, (or not at all) such provision would be insufficient to invalidate the sale unless the wording specifically stated that any such sale by one partner without consent of the other is "void." In that event, you might be liable for contractual damages to the purchasing party, although after two days it would be hard to establish with those could possibly be. If such language was included in the initial partnership agreement, no court could force specific performance (i.e., performance of the sale).If there is a sale contingency provision in the original partnership agreement, but that provisions does not go so far as to declare an an authorized sale "void," the sale could be legal and you could be liable to the initial partner for potential damages.If the other party agrees to cancellation, you are home free. Otherwise, you can consider canceling the sale (breach of contract), which would make you liable for any potential actual damages, but there will be no transfer of ownership absent a court order imposing specific performance. Most people will not pursue such a remedy.You may want to consider this option if sale is truly not in your best interest. Definitely best to come to an agreement with the would be purchaser, though, if possible.Good luck!I hope this helps. If you need additional information or clarification, just let me know and I'll continue providing assistance. If your question was answered and/or pointed you in a positive direction, please remember to leave a positive rating where indicated. Five star ratings are especially appreciated!Best,
Attorney 1
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Business Lawyer: Attorney 1, Attorney replied 2 months ago
If there's anything else I can do for you, just let me know. I'm here to help. If don't need anything further, please remember to leave a positive rating where indicated. Thank you.Best,
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