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Debra
Debra, Lawyer
Category: Canada Law
Satisfied Customers: 101440
Experience:  Lawyer
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I was just on and you said Immigration Lawyer and that is

Customer Question

I was just on and you said Immigration Lawyer and that is not what I was needing.. I did not see the choice above to select Real Estate Lawyer. I need a Canadian Lawyer. I am from Alberta.
JA: Have you filed any paperwork with the USCIS (U.S. Citizenship and Immigration Services) yet?
Customer: this is NOT immigration related
JA: Have you talked to a lawyer yet?
Customer: only briefly
JA: Anything else you want the lawyer to know before I connect you?
Customer: I need a lawyer that has CORPORATE knowledge not immigration.I am writing on behalf of my son. He is a realtor. He purchased 25% of his real estate brokerage from his 3 partners personally. He has paid $46K of the $80K value. He left the brokerage in August due to breach of trust issues. He has offered for them to buy his shares back for only $26K(a $20K discount just to get out). The broker is holding all of his commission cheques until he pays out the shares. Future commissions closing through that broker will also be held. The Real Estate Council of Alberta does not govern over broker/associate agreements so he would have to go to Civil Claims court. Unless you have alternative option. Does he have any leverage over them if he stays a shareholder or does it tie their hands in any way. He has no $ to begin with to pay his shares out if he does not get his commissions, and why would he wish to pay them more $ and have even more equity in a business he has no desire to be in business with. He paid $80K in Sept/16 which was way over valued to begin with, but they admittely said they were over priced as based on future earning power. Withholding his commissions could crush him financially. Really need advice. Thank you. IMMIGRATION LAWYER?????
Submitted: 1 month ago.
Category: Canada Law
Expert:  Debra replied 1 month ago.

Hello! My name is Debra (formerly known as Legal Ease). Thank you for your question. I'm reviewing it now, and will post back again shortly.

Expert:  Debra replied 1 month ago.

I am a lawyer in Canada and happy to help.

Did he sign a shareholder agreement with them?

Customer: replied 1 month ago.
No there was no shareholder agreement
Expert:  Debra replied 1 month ago.

When he earned his commissions was he an employee of the brokerage?

Customer: replied 1 month ago.
If I choose call option, how long is call and can you serve me better. If we type, I can copy/paste answers so have all your info handy to pass on to him
Customer: replied 1 month ago.
Where are you located Debra?
Expert:  Debra replied 1 month ago.

There is no need for a call. The site offers it. I am not offering it.

I am in Ontario.

Customer: replied 1 month ago.
No he is a contractor not an employee. We've called labor standards alberta and nothing they can do. We've called RECA and out of their jurisdiction.
Customer: replied 1 month ago.
Just wondering if he has any leverage back against them as a shareholder. If him retaining 25% will cause them grief in any way,. so that in their best interests to buy his shares back. Otherwise its all in their court and they just keep his commissions.
Expert:  Debra replied 1 month ago.

So essentially, they owe him the money for the commission but he owes them the money for the shares.

If he sues he will succeed in getting his commission. But if he sues they will counterclaim and unless he can prove their breached their agreement with him they will win their lawsuit.

He made them a good offer but they are not required to take any offer.

So this is a civil and it may be that that rather than ending up in court he should retain a lawyer who can send them a letter threatening court if this cannot be resolved and then perhaps they consider a mediator?

There was a huge mistake made on all their parts and that is that there is no shareholder agreement so they don't have to buy his shares back. Had their been a proper agreement then there would have been a provision to deal with this.

Does that make sense? He may not want to spend money on legal fees now but you can tell him that had he seen a lawyer from the start he would not be in this position now.

Please feel free to post back with any follow-up questions you may have. If you don't have any then I hope I have earned a 5 star rating but if you don't feel that I have please don't hesitate to reply back and let me know what more I can do to assist you. Finally, please know that even after you rate me I will be here for you and you can ask follow-up questions if you think of them later on at no further charge of course.

Customer: replied 1 month ago.
Ironically it is his own company (brokerage) that he owns shares in, that is not paying him his commissions.
Expert:  Debra replied 1 month ago.
essentially, they owe him the money for the commission but he owes them the money for the shares. If he sues he will succeed in getting his commission. But if he sues they will counterclaim and unless he can prove their breached their agreement with him they will win their lawsuit. He made them a good offer but they are not required to take any offer. So this is a civil and it may be that that rather than ending up in court he should retain a lawyer who can send them a letter threatening court if this cannot be resolved and then perhaps they consider a mediator? There was a huge mistake made on all their parts and that is that there is no shareholder agreement so they don't have to buy his shares back. Had their been a proper agreement then there would have been a provision to deal with this.Does that make sense? He may not want to spend money on legal fees now but you can tell him that had he seen a lawyer from the start he would not be in this position now.Please feel free to post back with any follow-up questions you may have. If you don't have any then I hope I have earned a 5 star rating but if you don't feel that I have please don't hesitate to reply back and let me know what more I can do to assist you. Finally, please know that even after you rate me I will be here for you and you can ask follow-up questions if you think of them later on at no further charge of course.
Customer: replied 1 month ago.
he would go to Civil Court against his own company 2% Realty Edge, and they would in turn have to each go to court individually against him to get the balance of their share monies.
Yes, what you say is exactly as we already understand....civil court. My biggest question again that has not been answered is....does he have any leverage against the company by owning the 25% shares. Anything that will force them to buy them back. For example should they wish to dissolve the company or do something that requires signing authority by all shareholders etc. He said he was told that only 2 shareholders are required to sign on documents so they can carry on as per usual in most circumstances. Any circumstance that they would Need HIM OR his siganture?
Customer: replied 1 month ago.
Also if there is no shareholder agreement, then he would have the option to sell his shares to someone else if they wish not to buy them back. He could then offer the new buyer a discount as well as an incentive. Can they stop him from selling to anyone else? There is technically a lien on the shares as he has not paid them each off yet, howeve there are no loan documents, just an email outlining how much he would pay each of them monthly.
Expert:  Debra replied 1 month ago.

He cannot force them to buy the shares back. He failed to have an agreement that would have had that provision in it.

His signature is not needed if their by-laws say only two signatures are needed. I don't know what they say, what they signed with the bank or what they agreed to.

But he has no leverage unless they are harming him or the corporation. If they are he can sue as a minority shareholder using an oppression remedy.

But he cannot simply decide not to pay what he owes them and expect that things will continue on. He owes the corporation the money unless he can prove they breached their contract with him.

He can sell the shares if they were his but he hasn't paid for them yet. He has to pay all he owes first.

Customer: replied 1 month ago.
He has proof of breach of trust with 2 of the 3 partners which is why he has left and went to another brokerage.
I may be wrong, but is this not similar to owning a home for $80K which you have equity of $40 and wish to sell. You obtain a buyer and sell and bank gets balance of their $. He has title to the shares which can he not find a buyer for, get the money and then pay the shareholders?
Expert:  Debra replied 1 month ago.

He could do the sale at the same time as he pays off them off. That would work.

Customer: replied 1 month ago.
He has no signing at the bank. That was in progress but did not happen. Is there anything at all that he could have leverage on them with as a shareholder.
Would this not be similar to if someone couldn't make their payments on a home. Bank forecloses and sells home and you would still get your equity back, less of course any fees. All depending on sale price. Trying to think of an anology to the situation. Why would he invest even more, when he wants out.
Customer: replied 1 month ago.
Is it his right to ask for a copy of any Shareholder Agreement, Broker/Associate Contract etc. He has asked and they are not providing or said there is none. Would minute book likely be with lawyer or is it his right to see it?
How much has this cost so far? Sorry, counting pennies with this situation when he has no $ coming in because of situation.
Expert:  Debra replied 1 month ago.

You are not charged for going up and back with me.

I thought there was on shareholder agreement. If there is then his rights are set out there.

He has a right to all this information and documentation.

He would invest more because he agreed to do so. He is incorrect unless they breached their contract with them. This is not where there is an asset and a debt. This is a binding contract. It is where someone buys a house and then doesn't pay the full amount at the closing date really if you are looking for an analogy. Then the excuse could be they saw they were not getting what they were told they were getting.

Customer: replied 1 month ago.
Just wondering how there can be a "binding contract", if there is no contract to be found? He is pretty sure there is no shareholder agreement....but not 100% as they will not provide anything to him.If they have without question breached his trust which is why he wishes to leave the brokerage, can that be used. For example, one of the partners was taking all of the website leads when they were to be rotating throughout the brokerage to all the agents. When asked if there were any leads on the website he said "no". When there was inquiry with the web manager, there were in fact many leads that he kept to himself. Just one example of breach of trust.
Customer: replied 1 month ago.
What proof would there even be that he has or hasn't paid them, since payments were to them as individual shareholders not the corporation.
Customer: replied 1 month ago.
If he pays them the balance of the shares...then what leverage does he maintain to get his commissions. I will attach a file outlining the share loan summary if that provides more info. He stopped paying them several months ago after the breach of trust and other continuing issues.
Customer: replied 1 month ago.
Sorry, you said I am not charged for going up and back with you, which is great. TY but I do wish to know what my initial charge will be please. ty
Customer: replied 1 month ago.
He also has good indication from previous conversations that they are planning to dissolve the company in the future and open a new company with a different business model. Then why would he wish to put more $ in when he paid too much in the first place for the shares. Yes, he should have seeked legal council in the beginning, but did not, so here he is....
Customer: replied 1 month ago.
Are you still here? :O)
Customer: replied 1 month ago.
In response to your anology. So if the home buyers changed their mind prior to closing, because they decided it was not what they want, so they would just lose their deposit. In this case, there was clearly breach of trust so he was not getting in business with the type of partners he expected, so wishes to not continue with them, so he is wanting out and offering a 20K discount off of what he has invested so far to date. Would a mediator not think this was reasonable?
Expert:  Debra replied 1 month ago.

I am sorry for the delay. I had an unexpected visitor.

I don't know what the charge is as I don't work for the site. I am a practicing lawyer and I just log in the way you do and see a list of questions and choose which to answer.

No the home buyers would not at all just lose their deposit. They would be sued for breach of contract and would be liable for all damages sustained by the seller.

The mediator has no decision making role. They are trained to assist parties to come to an agreement.

Expert:  Debra replied 1 month ago.

Is there anything more I can help you with at this point in time?