alittlewisernow
Junior Member
What is the name of your state? Oregon or Washington...or maybe Texas.
This is a little complex, but please bear with me.
Corp Co was created by Sally S in Oregon. Shortly thereafter, she moved headquarters to Washington. To raise startup capital, she agreed to sell 40% ownership in the company to me for a combination of cash (10% for $50,000) and discounted manufacturing services (30% for $150,000). She chose not to use my manufacturing services, so to hold up my end of the contract, I paid the remaining $150,000 as cash directly to her vendors on Corp Co's behalf. Part of the contract included making monthly payments back to me amounting to 1% per month of any cash invested for a total of 24 months. These payments have not been made.
Corp Co ran into trouble (unable to meet production demands) and ran out of cash. Sally recognized that she needed a financially strong partner to take over and wanted to sell out her controlling interest. I offered to buy 50% of her remaining 60% ownership out for another $300,000, with partial owner financing. She agreed and signed a letter of intent, which included an agreement to move the company to my location (Texas) and that I would take over control of the company.
When I told Sally the new building was ready for her to move in, she stopped answering my calls or returning my messages. I have learned through other sources that she also sold the entire company to another party, Mike J, who knows nothing about me or my ownership interest...that sale reportedly used the same contract that I had drafted, so I assume the terms were the same. I am not sure which agreement was signed first, but if it matters I feel pretty sure it was mine, assuming it's true that the other sale used my contract (hearsay)
I have also learned that there is a vendor in another state which is holding bad checks signed by Sally amounting to almost $5,000, and he is considering prosecuting her since she will not return his calls.
At this time, I do not believe there is any money in the company to go after. I do believe the company has a lot of potential to be successful if run properly, and I have reason to believe that Mike J is more capable than Sally.
1) Do I have any obligation to notify Mike J of my claim? If so, is there a limit to how long I can wait before asserting my ownership, or can I sit back until the company becomes profitable, then knock on the door and ask for my share?
2) Is there a potential for criminal charges against Sally?
3) How much claim does Mike J. have to Corp Co? Does my letter of intent from Sally to sell the additional 50% mean anything?
4) Would it be possible to force Sally to honor the agreement to sell out and turn control of the company over to me, given that Mike believes he owns the company outright?
5) What kind of legal specialty do I need to represent me in this matter, and in which state?
Note: names have been changed, but the other details are fairly accurate.
This is a little complex, but please bear with me.
Corp Co was created by Sally S in Oregon. Shortly thereafter, she moved headquarters to Washington. To raise startup capital, she agreed to sell 40% ownership in the company to me for a combination of cash (10% for $50,000) and discounted manufacturing services (30% for $150,000). She chose not to use my manufacturing services, so to hold up my end of the contract, I paid the remaining $150,000 as cash directly to her vendors on Corp Co's behalf. Part of the contract included making monthly payments back to me amounting to 1% per month of any cash invested for a total of 24 months. These payments have not been made.
Corp Co ran into trouble (unable to meet production demands) and ran out of cash. Sally recognized that she needed a financially strong partner to take over and wanted to sell out her controlling interest. I offered to buy 50% of her remaining 60% ownership out for another $300,000, with partial owner financing. She agreed and signed a letter of intent, which included an agreement to move the company to my location (Texas) and that I would take over control of the company.
When I told Sally the new building was ready for her to move in, she stopped answering my calls or returning my messages. I have learned through other sources that she also sold the entire company to another party, Mike J, who knows nothing about me or my ownership interest...that sale reportedly used the same contract that I had drafted, so I assume the terms were the same. I am not sure which agreement was signed first, but if it matters I feel pretty sure it was mine, assuming it's true that the other sale used my contract (hearsay)
I have also learned that there is a vendor in another state which is holding bad checks signed by Sally amounting to almost $5,000, and he is considering prosecuting her since she will not return his calls.
At this time, I do not believe there is any money in the company to go after. I do believe the company has a lot of potential to be successful if run properly, and I have reason to believe that Mike J is more capable than Sally.
1) Do I have any obligation to notify Mike J of my claim? If so, is there a limit to how long I can wait before asserting my ownership, or can I sit back until the company becomes profitable, then knock on the door and ask for my share?
2) Is there a potential for criminal charges against Sally?
3) How much claim does Mike J. have to Corp Co? Does my letter of intent from Sally to sell the additional 50% mean anything?
4) Would it be possible to force Sally to honor the agreement to sell out and turn control of the company over to me, given that Mike believes he owns the company outright?
5) What kind of legal specialty do I need to represent me in this matter, and in which state?
Note: names have been changed, but the other details are fairly accurate.