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I currently have a business partnership set up as a s

Customer Question
I currently have a...

I currently have a business partnership set up as a s corporation where each partner has 50% shares. I made a mistake where I sign a bill of sale for 50% of the business but only a deposit has been made this far. The buyer wants to sue me because I decided I do not want to sell anymore. Both parties in the business right now do not accept this new partner. Will I win in court?

Lawyer's Assistant: What state are you in? And have you consulted a local attorney?

I am in PA and not yet

Lawyer's Assistant: Has anything been officially filed? If so, what?

There has been a bill of sale sign by me and the buyer for 50% of the business but only a deposit of 5k has been made out of 80k

Lawyer's Assistant: Anything else you want the lawyer to know before I connect you?

The landlord has not sign over the lease to buyer yet and the bill of sale is notorized

Submitted: 22 days ago.Category: Legal
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Answered in 1 minute by:
5/29/2018
Lawyer: Legal Eagle, Lawyer replied 22 days ago
Legal Eagle
Legal Eagle, Lawyer
Category: Legal
Satisfied Customers: 12,207
Experience: Licensed to practice before state and federal court
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Hello! I am a licensed attorney, admitted to practice in state and federal court. I have a nearly 100% satisfaction rating (click here for more info) so all that means is that you can count on me to help today. Because I want to provide you with the most accurate answer possible, do you mind if I take a moment to review your question?

Please keep in mind that our conversation does not include an attorney-client relationship and this is for general information purposes only.

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Customer reply replied 22 days ago
Thanks
Lawyer: Legal Eagle, Lawyer replied 22 days ago

Great, thank you! The system may automatically ask you for a phone call; however, it’s not required that you take it. Bear with me a moment while I review…

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Lawyer: Legal Eagle, Lawyer replied 22 days ago

I'm sorry to hear about your situation. Contract law allows for a contract to be revised if there is a mistake to some basic assumption of the contract such as how much of the business is to be sold. Once you agree and if the parties intended for a portion of the company to be sold, then unless there is some legitimate reason not to enforce the agreement, it seems likely you may lose this case, unfortunately.

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Lawyer: Legal Eagle, Lawyer replied 22 days ago

Getting out of a contract can be very difficult. With that said, there are some things that you would want to consider that the law recognizes as defenses to the enforcement of a contract. Below are some examples of what a party could use to defend:

  1. facts showing a lack of acceptance of the contract;

  1. fraud, undue influence, duress;

  2. mutual mistake of fact;

  3. lack of consideration;

  4. failure of a condition;

  5. contract is void because the object is either impossible, unlawful,, or "so vaguely expressed as to be wholly unascertainable" or uncertain;

  6. Statute Of Frauds (meaning some contracts have to be in writing like land contracts); or

  7. Statute of limitations has passed to bring the action (may be 2 years or 4 years depending on the specific facts of the case

Unless the agreement falls into one of these categories, then the agreement is enforceable.

Because I value your input, I would like to know what other questions did you have for me today that I can help you out with:-)?

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Customer reply replied 22 days ago
Even if the business is set up as a partnership and I made a mistake but the other partner does not agree with the transaction
Lawyer: Legal Eagle, Lawyer replied 22 days ago

I see. What questions did you have for me about that?

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Customer reply replied 22 days ago
The business has 2 partners and the bill of sale only has me signing and not the other partner
Lawyer: Legal Eagle, Lawyer replied 22 days ago

I see. Even if that is the case, unless you agreed otherwise, you're allowed to sell your interest alone in the business without the other partner's consent.

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Customer reply replied 22 days ago
Even if in our original business partnership agreement it states " a new partner may only be admitted to the parnership with a majority vote of the existing partners"
Lawyer: Legal Eagle, Lawyer replied 22 days ago

The trouble is that may not void the sale that you made. Was the buyer aware of this provision?

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Customer reply replied 22 days ago
No he was not aware at the time of the sale
Customer reply replied 22 days ago
the partner now also says she does not vote him in
Lawyer: Legal Eagle, Lawyer replied 22 days ago

I see. Ok, so if I'm being perfectly honest, I don't think that the sale is going to be rescinded unless it meets one of those requirements I listed above. The person could sue you for this lost opportunity if they didn't know they needed the other party's signature or approval to join. I'm very sorry.

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Customer reply replied 22 days ago
Even if I have not receive the total amount yet?
Lawyer: Legal Eagle, Lawyer replied 22 days ago

That's correct. You could always modify the agreement or try to settle with them for some reasonable amount; however, based on what you provided, I don't see anything legally that would let you out of this without paying up.

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Customer reply replied 22 days ago
Thank you for your advice
Lawyer: Legal Eagle, Lawyer replied 21 days ago

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