Hi, there is not a non compete clause in the agreement - I have attached the current partnership agreement.
What do you mean by an implied term by law of good faith? What is the good faith in this case?
I am also concerned as they are not actually asking me to sign a PG or leave but what they are doing is effectively forcing me to give up 23% of my share. What happens if they then do not agree to dissolve the existing partnership?
They are proposing to offer a new service - it is in the same industry and very similar to what we currently do but a slightly different product. Would this be considered as doing the same thing?
It could be - clearly it would be down to a Judge to decide, but it could be.
So I have spoken with them today and it seems that I have misunderstood them. They are now telling me that they are not actually putting up PG's but are investing £75k cash each which they know that I cannot do. This obviously changes things. Where would I stand in this case?
It makes no difference - they can't reduce your share or dissolve the partnership.
In reality it makes no difference to you.
Does that clarify?
They have come back to me and said they will just set up another business without me - can I please clarify that, even though there is not a non-compete clause in the partnership agreement, they are not allowed to do this?
They are not allowed to -that is correct if it is doing what you are doing now.
Hi, I have gone to the other 2 partners and asked if they could invest the cash as a loan or make me an offer for my shareholdings. They are not willing to do either and have offered me 3 other options:
1. We agree to a cash value of the business at today's date and I drop my shareholding down to 10.9% today. In 6 months time I have the option to walk with the cash value if I am not happy with how it is going.
2. We agree a 'nominal' value for me to leave. We have not discussed an amount but I have the feeling they will not offer me a fair sum.
3. The existing company becomes a property management company for the new business which they will set up if I do not agree and the shareholdings of the existing company stay the same.
I am wondering what my options are from here?
Thanks. Is there anyway that you are able to prepare a letter or something for me, outlining all of this? I will then present it to them and hope that they will want to settle out of court. Obviously I am happy to pay for that service so if you can do it please let me know how much this would cost! If you are not able to can you recommend anybody who could?