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being kicked out of a corporation...

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C

carguy

Guest
What is the name of your state? Texas

Two partners and I formed a Corporation earlier this year in order to obtain a License Agreement from a world famous Nightclub. I was the initial contact between us and the Licensor. I spent a month in Japan for my regular job, and when I returned things were much different. The other two owners have offered to hire me as a consultant for 10% of net and wish to bring in another person with a bit more money than me to take my place and my 33%. We have not issued the shares to the officers yet (now I see why). My name does not appear on the State filing papers, just in the business plan and on some loan applications. Can they give me the boot? Do I have any Legal recourse?

Any information would help.
 


L

loku

Guest
If they agreed to form the corporation with you having an equal share, and you complied with your part of the arrangement, then you have a valid contract with them. You could sue them for breach of the agreement and you could get damages equal to what you could prove you lost by their breach, which would be the value of 1/3 of the corporation less the amount you had agreed to pay for the shares. As an alternative to damages, you could possibly get the court to force them to issue you the shares according to the original agreement; however, it is not advisable to enter a business transaction such as that in such a way because of the bad feelings that would be involved.

The only problems I see, is whether you could prove you had the agreement, and what the 1/3 interest is worth.
 
C

carguy

Guest
Is the business plan which has been given out to several (~100) potential investors listing me as the COO of the company, as well as the Licensor of the Nightclub, proof enough? Not to mention the loan applications with several banks. What else could I need for proof?
 
L

loku

Guest
That looks like good evidence to me; however, anything that proves they actually agreed to the deal would help.
 

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