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Do we have a binding contract?

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corpquest

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

We are a small company that was looking to raise money so we could grow faster by doing more advertising and developing some new products. We were introduced to this other company owner that said he could raise us the money needed to accomplish our goals but we would need to sell our company to his company before he could do so. The deal was that we would retain control of the operation as he would not know how to run it anyway. He made up a contract based on another deal between 2 companies and modified it to meet his requirements. We were given the contract the day before we were told to sign it back and told there was no time to wait and that it had to be done by the next day. Long story short, it turns out the contract he gave us did not contain all the things we talked about and was totally one sided in his favor. The title of the agreement was "Tentative Agreement" and as a result of being hurried we trusted him before we had time to get legal advice, which he told us would not be needed.

Our verbal agreement prior to the signing was that he would have 100K raised by Jan 01 2009 and that I would do my best to get him all the financial information I could for our past year as we were just newly incorporated in the US.

But, now that we have seen a number of things that concerns us including how he is manipulating his stock price to keep investors from selling his stock, and a few other things that may be considered unethical, We are now thinking we should not go through with the deal.
He claims it is a done deal and he now owns the company even though we have not received any compensation yet as stipulated in the agreement which was to be done upon closing. I think this contract is nothing more then a tentative agreement as it says at the top of it. He says we had a meeting of the minds and therefore it is valid. I told him I wanted to take the contract to a lawyer as I said was my intention prior to signing but he demanded I hand over control of the bank accounts immediately or be fired. This is a big mistake, I now know this. But I need to know what a judge in a court of law will say if it goes to court. Is this a contract? and if not does he have any legal recourse for time and money he spent to put the deal together and go on a trip to raise money for us?

Please advise me on what our rights are for having this deal terminated.
Obviously I do not want to be sued but if he did I don't have much to give him. If he takes the company he will just put it under because he could not run it by himself. and frankly he has not kept up his end of the deal so far. Nor am I sure I trust him to in the future.
He has only raised a portion of the money he promised to and wants to only give us a portion of that for this month pending the turning over control of the bank account. My other partners want to get out as well. But he says if we absolutely want out then he will send us a bill for 150? and he will walk away.

All opinions are welcome. Thanks.
 


JETX

Senior Member
RUN... do NOT walk... to a local attorney (which is what you should have done in the first place). The attorney can review ALL of your circumstance and advise you what, if any, options, you might have.
 

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