Hello, my name is XXXXX XXXXX it is my pleasure to assist you with your question today. What would you like to achieve in this situation please?
We just want to know if what the rest of the partners have done and are doing is legal or is there a breach of my rights as an equal partner and what courses of action may be open to me
So you are officially a partner in the formal partnership?
Yes that is correct
ok this is more of a corporate law query than an employment one so I may not be the best person to advise you, I will refer this to a colleague who may be better placed to help you
thank you, XXXXX XXXXX Look forward to hearing from them.
Have sent them a message so as soon as they get it you should hear back
Thanks for you message, in reply to your initial questions; I can confirm that the partnership is making profit after wages are drawn. Remaining profit is split between partners and is shown against their capital share on the accountants. The partnership went from having an annual set of accounts to quarterly accounts about 2 years ago. In relation to assets, the partnership owns it's own premises which comprises of approx 10,000sq ft of warehouse and 5000sq feet of offices altogether although the accommodation is split equally between two separate buildings on the same site and we rent one of the buildings out. There is a mortgage on the premises of about half it's value. There are 9 or 10 vehicles which are owned by the company, although two may still be on HP currently. All the partners have reasonable sized detached houses although all but Father would have a mortgage of up to a third of the house value.
I hope this answers your questions, we are really wanting to just ascertain were my wife and I stand at this stage (all the boys are married apart from the youngest who is not a partner either, but all those that are married have had their wives made partners also - not sure if that changes anything...) There was a point around 12 - 18 months ago when Father and my eldest brother agreed that if the newer business was sold, I and my younger brother should benefit by splitting the goodwill seeing as all debts to the parent company had been paid off with interest and the newer business had actually been supporting the parent company for a considerable time. However, when the family friend got involved, he suggested that we should all benefit equally from 'the sale of a brand' in other words one of my younger brothers (who is a partner but has never done anything towards the newer firm), would get the same amount of money in the instance of the business sale as myself who has built the business from nothing to where is is today. Needless to say, I don't agree with this but the partners of the parent company think it's a fine idea. As it happens, whilst the parent company is now breaking even again, it is questionable if they alone could continue to pay all the overheads and outgoings if the newer and bigger business was sold and so they are endeavoring to force a takeover which is badly effecting the newer business, not least because of their limited knowledge of a very different trade, but because the one person who the majority of clients had their faith and confidence in (ie; me) seems to have disappeared off the scene - several large clients have already been lost but my eldest brother is not the slightest bit bothered.
Sorry to be a while coming back - I am sorry if it is unclear, I possibly include too much detail but the situation is a bit complex (it is to me anyway)! In mentioning the parent company, I refer to the company run by my father and my eldest brother, that company financed the company I started and so it has always been referred to as the 'parent company' and because of the fact they were there to provide premises and income etc etc whilst we were getting the other business going, some have argued that they should have a good proportion of the goodwill if the newer company was sold...
The ideal situation here is for me to stay with the business as not only am I responsible for the sales, but none of the other partners have the same sort of passion for it that I do. I think they would all acknowledge this, but they also see the business that I have built as a good source of income for themselves. However, they would prefer to run it how they want not how I have run it for the last ten years and this has caused such significant problems, that they resorted to what I effectively consider blackmail to keep me away from the premises/buisness.
I am not sure if I am making sense, but I am basically incredibly frustrated that anybody can put this kind of pressure and obligation on another person - most people I know, whom I have confidence in and understand the personnel involved, either cannot take in what I am telling them or consider that I should simply ditch the future with the company and look for work elsewhere. However, I cannot do this as I have put so much into the last ten years in building the business that I would never be able to live it down and so I am faced with either playing along with everything the other partners ask (frankly impossible), or taking a hand myself by physically blocking anybody from entering the premises, or if on managing to enter the building, find it empty as I would have emptied it of everything required to run the business - you may wonder what you are reading, but by doing this, I am effectively doing what they are doing to me - just instead of only me losing - everyone loses. It seems a shame to have to go down this route but they have blocked me from the business for 6 months and are planning to either stop or significantly reduce my salary by the end of June this year, they don't show any sign of changing their attitude and I have frankly had enough, I just thought I would try and ask for some legal advice to see if there was anything I could do to put any end to the current stand off as I have been led to understand that what they are doing is not actually legal as I am an equal partner with equal rights to the business and to access it as they do.
Is the situation any clearer to you now?!? I really don't think I have the energy to start up all over again, splitting the money from the sale of the firm in the way you have confirmed would mean that my Dad who has done nothing apart from lend us the means to start up (which has been repaid with interest), would get twice as much as I would get as he has a £200,000 capital share, I understand there may not be anything I can do about this, but it will split up our family for life.
Apparently in the absence of a partnership agreement, any single partner can dissolve the partnership at any time, but no partner can be voted out of the partnership by a majority - this is in the Partnership Act 1890 as I understand it, but in the event of partners not adhering to the act - what can be done and how could you go about enforcing it?
I look forward to hearing from you - I am out all of tomorrow but will be back tomorrow evening.
Clearly we have issues with trust and I cannot see how these can be put right anytime soon with the current situation continuing to deteriorate. According to the Partnership Act I should have equal rights to manage the company and have equal access to the business (although I think the act refers to business 'books' I presume this means the accounts, but presumably anything else to do with the business.
As far as I can make out from what I have read in the Act and what you are saying, I can sue them for breaching the law as set out in the Partnership Act if I can prove that what they are doing is causing loss to come about? Is this correct? In short this should be quite straight forward as the sales are going down and there are a number of clients who would leave if they knew what was happening - indeed, some already have. But how do I go about obliging them to give me access to the business if they will not co-operate, the only way is to sue?? For which I would need to write to them saying I am dissolving the partnership first. Have I understood this correctly? They are unlikely to agree to the Ltd plan, my father in law has already tried to buy the business to solve the ongoing issues, but having said they were happy the other partners ongoing actions effectively show that they have no intention of selling it whatever.
Could a court insist that I be given equal access to the business banking for example? I had access previously and was simply removed as I never needed to use it, but the situation is very different now. The partners running the older company are taking large sums of money from the younger business and using it to keep the older business afloat and pay themselves and their staff. In addition they have compromising relationships with some members of staff and have rocketed their wages to way in excess of any of the partners. All of this without any reference to to me whatsoever and it is my clients who are bringing in the money.
I look forward to you confirming that what they are doing as I have outlined above is in fact outside the law if taken to court and proved.
If you had any other particular suggestions I would appreciate it.
Thanks for the above.
Sorry for any confusion, but to be clear; I can veiw the buisness banking online (which is how I am able to see what they are paying the staff and how much money they are removing for what I can only presume is supporting the other buisness). However, I cannot access the banking to make any changes or pay an amount out for example without the consent of my eldest brother, unless I visit a branch in person and apply to knock him off the banking system allowing me to take his place. This is all fine apart from the fact that there is nothing to stop another partner (ie; my Dad) doing exactly the same thing to me in turn, so not sure this will really achive very much.
Regards XXXXX XXXXX out, they would have enough liquid cash to do this with the amount they have in hand in the newer buisness but all of this is a last resort I guess.
Regarding evidence, I have collected evidence over years including tape recordings, emails other personal witness - in fact everything apart from actual video footage of situations within the office - which would have been invaluable, but I am not that sure what it all poves exactly, the main office and the other partners have refusung to communicate with me at all unless through a third party, since they insisted I remained at home sometime in October last year, so the situation is pretty difficult frankly.
Sorry to be a pain, but the main query we had still remains unclear; if what I have confiremed as to thier current actions could be proven (or they actually admitted this was the case which although you may consider highly unlikely is actually highly likely (ie; prevention of access to the building and buisness systems for example) can you confirm that what they are doing (as clearly in breach of the partnership act 1890) is effectively breaking the law? Sorry it sounds a dumb question as what I am saying is proberbly blindingly obvious, but I notice you have not actually confirmed that they are breaking the law, presuming of course that what I am telling you is factual (which it is, or otherwise I would be wasting my time and my money), but to have you confirm this particular point is actually very critical for our own peace of mind.
I look forward to hearing from you
If I understand the termanology correctly, a buisness mandate was drawn up when we originally went with the bank (HSBC), and all the partners are on the mandate as signituries, but my eldest brother is the only one who has the authority to authorise movement of monely electronically. The way HSBC works this system is that to be able to move money over the internet banking you have to be set up and authorised to do so, the only person who can authorise me to do this is my eldest brother as he is the only person on the internet banking system currently - sorry they have a name or term for this position but I cannot think what it is. So, having spent an hour and a half on the phone to the bank discussing the situation they finally confirmed what I already suspected to be the case by confirming that if the person currently authorised to transfer monies on behalf of the buisness was refusing to set me up on the internet banking then I could visit any one of thier branches and fill in a particular form which once processed (takes about three weeks), would render my brother unable to authorise further payments (unless I set him up) and the only person able to make payments online etc - would be me. Currently I can sign cheques, but my Dad who holds all the cheque books is refusing to let me have one (as instucted by my eldest brother) and the bank will only send a cheque book to the buisness premisis for security reasons they say, which obviously does not help me much.
Regards XXXXX XXXXX deed, I presume this is basically the same document as a partnership agreement - which I can confirm we have never had. The only attempt to put such a thing in place was last year and was put together by my oldest brother alone - it was so heavily loaded against me that there wasn't a hope of my signing it, please be clear that he would never sign anything I put together either, if only for the simple reason it was put together by me, regardless of how fair it may be, so as yet I have not wasted my time.
My only other option at the moment is to do nothing, as my pay is still coming through (as is my brothers who has apparently left), but this will only continue for so long - there will come a point where they will stop my wage - so what happens then? They could reason that they have stopped my wage becuase I am not at work, but I am not at work because they will not let me come to work...
What would it be best to do when they do this (as they surely will sooner or later)?