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JGM
JGM, Solicitor
Category: Law
Satisfied Customers: 10647
Experience:  30 years as a practising solicitor.
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Need advice re shares to be given in exchange I

Customer Question

need advice re shares to be given in exchange for work
I am seeking advice on what to do where I build an initial ecommerce website in return for which I would be assigned 15% shares of the company.
I have this been given this assurance several times by email and verbally,
After 3 years I have spent far more time on this project than originally anticipated and the directors are always asking for more work not originally requested. The concept of the site has also changed quite considerably since we started back in 2012.
I built the website in 2012, then heard nothing for 12 months, then we did a small amount of work in 2013, then quiet again. Then finally in June 2014 we met and they announced that they were now ready to push forward with the business.
The site is now 3 years old. Still no shares have been assigned.
Despite numerous excuses such as we cant do it yet such as we are applying for funding and loans which the directors insist I as a minority shareholder would have to sign for provide all my details and be part guarantor.
After an email in September from the major shareholder and director assuring me once again of their intention to honour the agreement. I found out at the end of April it had not been done.
I have asked repeatedly in May for the shares, with the same fob off answer every time.
They are currently trying to apply for 20k funding - with no business equity- there is no sales since december 14, and no turnover and I know the company has no money to continue trading and owe at least 2k.to suppliers.
I found out they were talking to another web company and were trying to get full access to the site, I then put it into maintenance mode.
All i got after that was demands to put it back on so they could get the funding, which i dont believe is necessary to get the funding.
I know they are talking to another web company- but are willing to pay them if they get the funding £7800.
I have spent over 15k in time on this site and desperatley need advice to try and recoup some of this.
I am considering sending them an invoice personally to the 2 people involved to see what happens.
If I dont get paid ( which is likely) im hoping i can use it to write off my corporation tax at some point.
any advice would be appreciated, and if theres a case- breach of contract on their part.
Submitted: 1 year ago.
Category: Law
Expert:  JGM replied 1 year ago.
Thank you for your question.
There is a contract here. You design the site, they give you shares. You have done your part of the contract. They haven't.
What you must do is have a formal letter before action sent to them by your solicitor giving them a deadline for them to comply. If they don't you can go to court and seek damages for your losses which would be the value of the shares plus, if it is possible to calculate, a projected value on the assumption that you would have kept the shares as an investment for the future.
In the meantime if you have a hold over the website so much the better.
Assuming your contract was with the company, I have my doubts that a personal invoice to the directors would be effective.
Happy to discuss further.
Please leave a positive response so that I am credited for my time.
Customer: replied 1 year ago.

HI

I have a feeling they are going to shut the company, I have been in formed it is trading insolvently, so if I go for the company I feel I will receive nothing.

As there was a contract between the Initial two people and myself when the company was started, and as I was never made a shareholder do I have a good case to pursue them personally ?

Thanks in advance

Expert:  JGM replied 1 year ago.
If the contract was between you and them as individuals then yes you do.
JGM, Solicitor
Category: Law
Satisfied Customers: 10647
Experience: 30 years as a practising solicitor.
JGM and other Law Specialists are ready to help you
Customer: replied 1 year ago.
Can i contact you again please?
My email is***@******.***
Expert:  JGM replied 1 year ago.
How can I help you further?

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