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Please see the attached agreement redacted agreement. Please confirm receipt. The main co was an LLP, but we also had several LTD co.s which carried out other areas of business which he resigned from at the same time and the agreement tried to encompass goodwill on behalf of all the companies.
Does not state that continued working on LLP projects a condition of the agreement.
He announced he wanted to leave all the companies (retired is just the legal wording re an LLP?) and then post that we had protracted negotiations and agreed a goodwill payment based on the terms outlined in this agreement from each of the companies. All the payments are relevant. He left to work full time for a partner company who are tasked with raising cash funds into a residential property Fund, which in turn employs the LLP as Property Advisor. All terms in the agreement are pure goodwill. That goodwill in effect no longer exists due to his having lied about his role at the partner co, as he is not working in the role he declared which would have benefited the companies.
If goodwill does not exist under English law than can this agreement not be discarded and the standard terms in LLP etc agreements apply? He had no capital in the LLP at date of retirement - there were some ongoing pieces of business, which if they crystallised post his leaving the goodwill payment gave him a 'slice' of.
The agreement should have been worded to say that he had to perform X and Y to qualify (which had been verbally agreed) but unfortunately does not as it was simply drawn up internally and not by a lawyer..
We would like to achieve ideally a fall back to the existing LLP shareholder agreement which states a distribution based on his leaving date which means no payment due. In effect we want to make sure no more monies due to him. No claw back. Draw a line under it all and move on.
He formally resigned of his own free will and that is evidenced in a letter of resignation from him. Are you saying that as a goodwill agreement it should have stated the consideration in return for that goodwill, and as it does not that there's an argument that it is unenforceable? As he has, in our view, breached the goodwill agreement then the best way forward may be to offer him a full and final settlement of a much reduced payment? If offering that should it be titled "without prejudice" or how worded? To note we do not believe he would be in a financial position to pursue this legally, or have the backbone, so to speak, to do so.
I think we would argue it's not binding due to lack of consideration. If we were to proceed as you propose, what would you charge to draft the letter to send to him? Sorry to continue asking questions! I will rate you well!