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Closing a Contract

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woodwise1

Junior Member
What is the name of your state (only U.S. law)? Georgia

Company A sends Company B a Purchase order and a Contract. Company B sends the deposit for the contract and verbally in an email says they are good with it and asks when the next installment will be. Company B is owned by Member 1 who is going to add (Member 2). Member 2 provided the deposit to Company A to start the contract for Company B.
The initial meeting and agreement was done in person with Company A and Company B (member 1 and future member 2).
After change orders, delays, temporary stops etc…Company A meets with “member 2” and maps out plan to continue. Second installment is not made…..Member 1 and Member 2 both want Company A to continue without being paid the next installment.
Company A demands that Company B make payment plus late fees to continue the build. Member 2 pulls out of the project due to health reasons. Member 2 is Member 1’s only source of funding. Member 2 was never legally added to Company B.
Company A and Member 1 (the owner) of Company B are willing to close out the contract with the understanding that the deposit is forfeit. Member 2 (who was never legally added to Company B) does not want to sign a release.
Does Member 2 have any claim against Company A?
Am I correct in believing that Company A and Member 1 of Company B can close out the contract regardless of Member 2’s feelings or position? The contract was between the companies and not individuals.
 


tranquility

Senior Member
Am I correct in believing that Company A and Member 1 of Company B can close out the contract regardless of Member 2’s feelings or position? The contract was between the companies and not individuals
Maybe. I assume the companies were the contracting parties. They can modify the contract according to whatever wishes they have as long as each company decided the matter in accordance with their bylaws.

Company A and Member 1 (the owner) of Company B are willing to close out the contract with the understanding that the deposit is forfeit. Member 2 (who was never legally added to Company B) does not want to sign a release.
Does Member 2 have any claim against Company A?
Maybe. It would depend on the actual facts underlying the agreements and how the contract was modified.

Realistically, your narrative is near incomprehensible.
 

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