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Alex J.
Alex J., Solicitor
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Experience:  Solicitors 2 years plus PQE
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My rights after removing myself as a director due to threatening

Customer Question

My rights after removing myself as a director due to threatening behaviour and demands for large sums of money.
I entered into a business to open a gym for personal trainers with a friend. i was financing the business with my friend paying me back over time for half the costs. As part of the lease we were given access to as much of the rest of the building to run gym classes to split the profits50/50 between our gym business and the building owners.
As the work for the gym progressed my business partner became aggressive and threatening in his behaviour towards me and so i took a weekend off for a break from the stress. When i returned he had instructed his friend to undertake the building work at a cost of £5800, without seeking any other estimates and the builders had already started.
My friends aggressive behaviour became worse and he then visited me at home demanding £8-10,000 to be able to receive income from the classes as they were his business.
At this time i also received a CCJ for £4500 from a training course i had guaranteed for my friend which he then didn't pay and refused to help me deal with as he didn't complete the training and wasn't interested in sorting out as he thought the debt would just fall on me and so wasn't his problem. The CCJ actually went through in both our names.
I was already becoming ill due to stress, this added stress caused me to have a breakdown. I lost 3 stone in weight and was diagnosed with Aspergers Syndrome. I removed myself as a director of the business in November and checked my implications in the lease. The lease is for the gym company and is signed by him and he also signed as guarantor, i only signed as a witness.
I would like to know my legal standing with this as he is threatening to sue me for fraud as i have a property. Although i funded all £10,000 that has gone into the business he is saying this was fraud for me to get 2 iphones on contract, one of which he has. Can any of the be held against me as i am not named on the lease and havent been a director for 6 months. i do still own 50% share.
Also emails are going back and forth between Dave and the building owners with Dave saying I need to held accountable for my actions as i have put his business and reputation at risk. He is saying that he has been trying to contact me to pay the next 3 months rent for £4,500 due 1st April as well as £7,000 to finish the project.
I have not answered any emails so far but i would like to know what i should say to explain my position
Thanks
Submitted: 1 year ago.
Category: Law
Expert:  Nicola-mod replied 1 year ago.
Hello,
I've been working hard to find a Professional to assist you with your question, but sometimes finding the right Professional can take a little longer than expected.
I wonder whether you're ok with continuing to wait for an answer. If you are, please let me know and I will continue my search. If not, feel free to let me know and I will cancel this question for you.
Thank you!
Nicola
Customer: replied 1 year ago.

Hi

Yes i would like a professional to look at this for me please

Thanks

Expert:  Nicola-mod replied 1 year ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Expert:  Alex J. replied 1 year ago.
Hi,
Thank you for your question and welcome.
My name is ***** ***** I will assist you.
To summarise there are three issues here:
(i) He is demanding you pay for building works he committed the company to - but you have not personally guaranteed;
(ii) He owes you £4.5k for the course you guaranteed?
(iii) He is claiming you defrauded the company of two iphone contracts? And is trying to sue you for fraud? Has he reported this to the police?
Can you confirm that these are the three issues?
Kind regards
AJ
Customer: replied 1 year ago.

I invested £10k into the project which paid for most of the building work and various other things towards the build. Due to his threatening behaviour and then demands for £8-10k for half a share in the classes that i already owned i decided to pull out for the sake of my health and i felt my finances were at risk. At this point i removed myself as a director at companies house.

The gym is not yet open as he says another £7000 is needed to complete the works which he has asked me for but i refused. As of the 1st April the next rent of £4500 is due and court action has been threatened if it is not paid.

I want to make sure i will not get dragged back into this as i removed myself in November and only signed the lease as a witness. He signed as guarantor.

In regards ***** ***** CCJ, that was passed for £4500 in both of our names jointly as he did not make his payments for the course. I did receive a couple of letters regarding none payment so i passed them to him, he said he would deal with it but didn't. The CCJ was in November, i did try to fight this in court in January but i couldnt get my name taken from it.

My main Query is regarding the rent payments for the gym. The CCJ part is just to explain why i pulled out the project.

Thanks

Customer: replied 1 year ago.

He has said that he spoke to the CAB who advised him he can sue me for fraud over the 2 phones in the company name. He says he was told he would have a good chance of winning as i own property.

I have no idea how true this is or if anything has been done about it. This is just what was said in a phone conversation with him

Thanks

Expert:  Alex J. replied 1 year ago.
Hi,
Thank you.
Ultimately you are not liable for the rent payments if you did not either:
(i) Personally guarantee the lease payments;
(ii) Sign the lease in your personal capacity.
The point of a limited company is you are only liable to the value of your paid up share capital. A limited company is otherwise a distinct legal personality and responsible for its own debts. In limited circumstances personal liability may arise for a director or shareholder where you have (i) traded the company knowing it to be insolvent or (ii) disposed of company assets to the detriment of the creditors and for personal gain or advantage.
Are you therefore happy for the company to just fold? Do you just want to bring the situation to a close?
Kind regards
AJ

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