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Ask Leon Your Own Question

Leon
Leon, Solicitor
Category: Australia Law
Satisfied Customers: 42645
Experience:  18 years experience. Admitted in New South Wales and the UK.
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My wife had bought 30%

Customer Question

My wife had bought 30% share in a small company registered at ASIC by paying 214,000 dollars in March 2015. In October 2015, business started to produce income and I on behalf of my wife asked the Director of the business to let us know what is going on? The director of the company refused to give the accounts detail or spending of the 214,000 given to him. He started to force me that because you are asking accounts statements, I am under pressure and blood is coming from my nose due to stress. He also said to me over phone that if these dispute continued he will shoot himself or suicide. Due to this I pressurised my wife to sign the transfer of the share which he wanted to buy with 20% extra on 214,000 dollars. Under this pressure my wife signed transfer documents on 24/3/16 and director paid 256800 dollars.
The business is generating profit and before, signing the contact of share transfer (i.e. 24/3/16) I had written email on my wife behalf that a Business Evaluation Report should be prepared by Charter Accountant and then we will decide if we would sell our share or not. When Director started to force me to sell just on 20% extra, otherwise he is under stress and would do harm himself, I wrote email to him that we are ready to sign. When I told my wife she refused to sell. Director send me legal notice through his lawyer that I am under contract and if my wife will not sell he will take us in court.
I pressurised my wife to sell the share as I did not like director to harm or to go in to court , me or my wife. Therefore my wife signed the Share Transfer Form on 24/3/16.
Now my wife is saying that she want to void the transfer of share as it was under pressure/threat.
What she can do? Is there any legal standing with her?
Submitted: 7 months ago.
Category: Australia Law
Expert:  ajlaj01 replied 7 months ago.
Hi, Thank you for your question and welcome. My name is ***** ***** I will assist you. Did you sign the contract for the sale of shares? Potentially this is a contract formed under Duress and therefore could be null and void - do you have any of the emails regarding the threatened self harm? Kind regards AJ
Customer: replied 7 months ago.
Hi I have one telephone call in which he mentioned shooting himself and suicide during conversation. On other verbal talk he mentioned of stress and blood coming from his nose Etc.
Expert:  ajlaj01 replied 7 months ago.
Hi, Thank you. Did your wife actually sign any of the documents concerned i.e the contract for the sale of shares? Kind regards AJ
Customer: replied 7 months ago.
Yes she had signed it on 24/3/16 as mentioned earlier.
Expert:  ajlaj01 replied 7 months ago.
Hi, Thank you. If this individual sues her it is his prerogative, what is clear is that she signed the contract under duress. If this went to court then she would have a defence that it should not be enforceable on this basis. Has he issued court proceedings? Kind regards AJ
Customer: replied 7 months ago.
He (the director of the Medvisit Pty Ltd,Adelaide,Australia, in which my wife had share 30%), sent us the legal notice in which he wrote that as I had written him (to director) in an email that we are ready to sell, therefore, you are bound to sell your wife shares to me. The email was written by me, and my wife had never written anything to the director. Only I was acting on my wife behalf. I was telling her the verbal or email communication between me and director. The director was friend of mine, and I trusted on him and asked my wife to invest in the company.
Customer: replied 7 months ago.
When we asked the director to show us the profit and loss statements he decoded to kick us out of the business and used different tricks, like he is under stress and was in emergency and blood was coming from his nose. He was telling me all this verbally, then he was requesting me verbally that please sell to me as I would be then 100% owner of the company and I would expand it in other cities of Australia. I was saying to him that a Business Evaluation Report should be prepared and a fair value should be offered to my wife and if she accept it then the share sale will happen, I have one email in which I had written all this.But when he send us legal notice, I and my wife thought that let us finish it as legal fighting will cost us and also keep us in stress and also to the director. Therefore my wife signed the share transfer form.
Customer: replied 7 months ago.
When we asked the director to show us the profit and loss statements he decided to kick us out of the business and used different tricks, like he is under stress and was in emergency and blood was coming from his nose. He was telling me all this verbally, then he was requesting me verbally that please sell to me as I would be then 100% owner of the company and I would expand it in other cities of Australia. I was saying to him that a Business Evaluation Report should be prepared and a fair value should be offered to my wife and if she accept it then the share sale will happen, I have one email in which I had written all this.But when he send us legal notice, I and my wife thought that let us finish it as legal fighting will cost us and also keep us in stress and also to the director. Therefore my wife signed the share transfer form.
Expert:  ajlaj01 replied 7 months ago.
Hi Thank you my apologies. This has ended up in the English Law category - I will opt out for another expert. Kind regards AJ
Expert:  Leon replied 7 months ago.
Good MorningMy name is ***** ***** I am a NSW Solicitor. Thank you for your question, and will do my best to assist you with your question. Please understand this is not legal advise Please understand this is not legal advice but a guide to assist you.I assume all of the threats for self harm are not in writing and it is your word against his.In that case it is your word against his.Because of the Duress your wife can seek to have the trasnaction voided by a court.She will have to make an application with the Federal Court to reverse the sale and give back the money she receive.She should not do this on her own as it will not be simple and it will be a costly exercise. But the transaction can be overturned due to duress.Also his refusal to give information is a breach of the corporation act and she could have sought an order from the court.She can have the transfer overturned if she can prove there was duress.I hope this makes sense and is of assistance. If there is nothing furtherthank you for using my services.If I have missed anything, or you have any further questions please let me knowIf there is anything else in the future please do not hesitate to ask.Please do not forget to leave positive feedback.RegardsLeon
Customer: replied 6 months ago.
Hi Leon,
I am writing once again on same issue in more detail and attaching legal letter and share certificate.I had made one agreement with two of my friends (on 19 March 2015) to start After Hour GP home Visit business in Adelaide (MEDVISIT PTY LTD, ACN: 604 944 194,ABN: 77 604 944 194). We had written an agreement and in that agreement I had nominated my Wife as the owner of 30% share in Medvisit. My wife (Noshaba Tabassum) paid 214,000 dollars for these shares. (We never got the signed copy of the agreement, and in that agreement the director has written everything to protect himself and it was unfairly written. As I had lot of trust on my friend, so I signed it and he kept singed one with him and said to us that he may re-write it and then he will provide us copy).When the business started in October 2016, my wife wanted to see the accounts. I asked the director about account who's wife had 35% (Zille Yasmeen) share and only he and his wife were directors (please see 2nd attachment). The other 35% shares were with second friends (Mr. Jehangir, please see attached certificate).The director refused to show the account and we had dispute on this issue. To cut the story short issue extended up to that extent that the Director (Asim Shehzad) said to me that he will suicide and put gun on his head during our argument as he was insisting me to sell my wife 30% share to him with 20% in addition of 214,000. My wife was not happy with it and was not ready to sell. I had mentioned this to him via emails several times.But he kept saying to me that he is very tense and was in hospital as blood was coming from his nose due to high blood pressure. Due to these conversation I thought the life is not better than money and I compelled my wife to sell, she half heartily agreed and I wrote one email to the director that we are ready to sell our share.When Director brought form of transfer for getting my wife signature, my wife refused to sign. I again wrote him email and said that the business is very successful and my wife don't want to sell it. I can try if he offer 40% of 214000.00 dollars in addition to 214K or the business evaluation report should be made by register Charter Accountant for evaluation and If my wife accepted it then the sale may happen.After getting this email, he sent me attached letter (Legal letter issued on 23/03/16). After reading letter, I again insisted my wife as again he had said to me in one mobile telephone conversion that he will suicide or put gun on his head.I pressurise my wife to sign the sale form on 24/03/2016 after getting 214K plus 20% bank cheque. My wife signed with very heavy heart.Now she is saying that Director pressurised you a lot and that is why I signed. I also feel bad.Is there any way if we can avert the sale after returning the money to the Director.Thanks a lot for your help.Here is my last email which I wrote to Director:Dear Mr. Asim,
After getting your letter yesterday I discussed with my lawyer and told him that I got a phone call from you on 18/3/16 @ 4.16 PM (for 7 minute) in which you mentioned to suicide and fire on yourself etc. I also showed him all the emails from beginning till last one. His opinion is very strong that your letter has no legal standing.I also discussed with my friends the base reasons of disputes (800K, 500K, 30% franchise fee, Melbourne, Darwin, Cafe etc). Their opinion was divided to fight or quit.After knowing your business practice here and in Pakistan, I am deciding to give you independence and get myself also free from this stress.If the bank cheque is ready, please send someone at my home and I will hand over the share transfer letter.Thanks for your help.Mahtab
Expert:  Leon replied 6 months ago.
The call request is not working
Customer: replied 6 months ago.
I want to get your advise over telephone. can you please call me on(###) ###-####
Expert:  Leon replied 6 months ago.
I am sorry but unless the payment goes through I cannot call you. I will pass it onto the administrators.

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