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Debra
Debra, Lawyer
Category: Canada Law
Satisfied Customers: 101056
Experience:  Lawyer
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I'm in Manitoba, in a general partnership with a friend. The

Customer Question

I'm in Manitoba, in a general partnership with a friend. The friends stepson is an employee, is emotional unstable and potentially violent. I feel unsafe want to no longer employ him, and have been unable to resolve this issue with my business partner. I am therefore going to offer my partner my shares 50% for $1 and assumption of all my interest in the business include nag assets and let abilities up to and including today. Is this a legal minimum value? Can his assumption of assets and liabilities be binding if he signs a purchase agreement stating this? I'm scared and just want out
Submitted: 1 year ago.
Category: Canada Law
Expert:  Debra replied 1 year ago.
Have you signed for any loans personally? Have you guaranteed any loans?
Customer: replied 1 year ago.
we have a loan that's outstanding and we have both signed. I signed a general security with no collateral, he signed a general security plus his beach property as collateral. We've been in business for a little less than two years and it's going alright business wise.we have paid off approx 1/3 of original loan with approx $60,000 still owing
Customer: replied 1 year ago.
I'm 95% sure our creditor would accept his assumption with the purchase as his collateral is worth a lot more than the loan
Expert:  Debra replied 1 year ago.

If your partner agrees then you have to make sure that you are taken off every single debt that you agreed to personally. That would be anything that you signed for or guaranteed whether you posted security or not.

You also need a contract with your partner stating that your partner agrees to indemnify you fully for all liabilities that you may incur from previous causes or going forward and this agreement is very, very important otherwise you may be liable over something that happened before you left the partnership but that you didn't know about until now.

It is my strong advice that you be sure a lawyer drafts that agreement and if you are not the one hiring the lawyer you should be getting independent legal advice.

Does that help as a starting point?

Customer: replied 1 year ago.
Thank you. I have to deal with this today I can't go back there. I can't get a lawyer that quickly I tried. This is what I drafted, please give me your opinion. I'm offering him this and if he refuses I'm immediately handing him a notice of dissolution of our partnership effective today. Offer to purchase--I, Mark xx, hereby agree to purchase all shares (50% of business) owned by my partner Amanda xx, who has retired from our business, xxx, as of 20th July, 2016. Further, with this purchase of Amanda's shares I agree to and do assume any and all of Amanda's interests in the business including all assets and liabilities, both tangible and intangible, associated with our partnership or accrued or incurred by our business,xxx, including but not limited to any and all amounts owing on outstanding loans or purchase agreements, amounts owing to suppliers or employees or Regarding any and all debts, agreements or encumbrances from any other source, made by or for xxx or our partnership from 24th August 2014(commencement of partnership) to today 20th July, 2016. Further, my assumption of interests includes but is not limited to any and all future legal actions that may be brought against myself or amanda as partners in xxx or against xxx related to events or business conducted or occurring on or before today, 20th July, 2016
Customer: replied 1 year ago.
I'm handing him notice of retirement first as according to my understanding of the manitoba legislation that allows us to agree to shift liability from my time as partner in the business. Otherwise I don't think it's legal technically
Expert:  Debra replied 1 year ago.

That sounds fine from my brief reading of your post but it is dangerous to self-represent in cases like this and there is a strong chance that you will not protect yourself properly. It is inadvisable to proceed this way in my view. You aren't my client of course but I still don't want to see you getting hurt.

Customer: replied 1 year ago.
Thank you. I am presently much more concerned with my and my families personal safety than money. I can't get an appointment for about 10 days and don't know how else to proceed in this. The situation has been challenging for awhile but has become frightening in the last week or so. I can't just disappear from the business or I open up myself to liability from negligence of the business. I don't know what else to do. We live in a small town and can't just get away from it
Expert:  Debra replied 1 year ago.

I understand. That is terrible.

I do think you should see a lawyer when you can soon as well as dealing with this today.

Customer: replied 1 year ago.
Thank you. Cam I give him notice of leave due to personal reasons from activity in the business for 2 weeks? Does that protect me in any way from being sued for negligence of the business by him?
Customer: replied 1 year ago.
I am ordinarily there all the time, have never been gone for more than a few days and only that with discussion and planning for the business done beforehand
Expert:  Debra replied 1 year ago.

That will not help you. You are liable to third parties no matter what. The only way you can protect yourself is if your partner agrees that anytime you are found liable he will compensate you so giving him notice of leave doesn't make any sense in terms of protecting you from legal liability unfortunately.

Expert:  Debra replied 1 year ago.

I was just thinking about our conversation and have been wondering if you have thought of any further follow-up questions for me.