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Merge gone sour!

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I am a owner of a small service business. I have dreams of taking my $180,000 to 1.8 million a year in the next five years. About 6 months ago a friend who is in the same business as I suggested that we team up and merge. I thought about it for many weeks when I finally decided it was probably in my best interest to take this step. His business was doing around $650,000 per year and I thought that it was a great chance to get were I wanted to be faster and with what I thought would be a great partner. I moved my office to his office seeing that I leased and he owned this big fancy building. At this point we had not sighned any legal papers yet, but we had hired an attorney and he was getting them ready. In the deal we decided that we would be 50/50 in voting shares. I told him from the beginning that I would not do this thing unless we were equal. So two weeks after I move in and we are working together the attorney brings the papers by to read, needless to say they did not read what I was told they would read instead of showing a merge it showed my company being sold to his company, it also showed me with a no compete contract, but he was not required to sign one. I am not a lawyer but I knew at this point that I had done the wrong thing. The papers scared me, and the two weeks that I worked with him were terrible. He treated me like a hired hand instead of a partner. I forgot to mention that in the papers I agreed to pay him back $90,000 dollars over the course of 5 years to repay him for what equiptment, money and equity in the building he brought to the business that I could not match. Every day got worse. I was working around the clock to get things in order because he had been doing a very poor job at running his business and I was trying to correct all of his mistakes. He also had a ton of credit cards floating around, and alot of debt. But I had it in my head that I had gone to far to back out, until yesterday when he called me a M_____ F_____ in front of our employees. At that point I told him he could take his sinking ship and go down withit. He offered to give me $1,000 dollars and the equiptment that I brought with me and move out. I got the employees that came on with me and we moved our stuff, needless to say now I am working out of my house till I am able to find another warehouse to rent. But after I had time to sit and think I realized that he made out like a bandit I called his secretary to find out what numbers my business did while we were there and how much they payed out of my accounts payables. I found out that they made around $6,000 dollars from my business earnings. I still was not going to bring it up because I was happy I got out when I did, until this morning when my cleaning truck went up in flames and has been totaled. I have two trucks but my other one is in the shop having a new motor put in it. Without a truck unit I make no money. The climax to this whole story is that during the three weeks I was in his bulding he consolidated the insurance policys put it all together in his companys name, and told me I could cancel my insurance because he had them covered. So this morning I called him to let him know what happen so i could put a claim on his insurance, so I called and put in a claim. And about 3 hours later the insurance company calls me to tell me that he called and cancelled the claim that he didnt want it on his insurance because his rates would go up too much. It had not even been 15 hours that I had been out of his bulding I was going to get reinsured but because it happened the morning after i had not had a chance to do so. So the only thing I could think to do was to call a couple of my accounts that we had done work for sinse we had been in with him, and I had them give the invoices back from his company and I gave them invoices from my company. They didnt care because they are my clients and they have been for five years, so now when they mail those checks out they will come to me. But it is not nearly enough to cover the van I have lost or the money I lost while I was in his building. In one month I have lost alot and I am going to have a very tough time pulling out of this mess I got myself into. Should I contact an attorney or would I be waisting my time?



Honey, what on earth made you think you could merge a $180,000 company with a $650,000 company without renting a lawyer of your very own?? That only works if you already own a judge! ;)

Go see a 2-4 attorneys now and MAYBE one of them can help you get something out of this mess.

Good luck,

This is not legal advice and you are not my client. Double check everything with your own attorney and your state's laws.

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