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Ash, Solicitor
Category: Law
Satisfied Customers: 10914
Experience:  Solicitor with 5+ years experience
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My wife and I have entered a partnership in a cafe

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My wife and I have entered a partnership in a cafe restaurant and holiday let since February 2016. The relationship has diminished with our partners. He is an accountant with his own business. My wife and I gave up two careers and a home to fund the initial cost of the lease and to decorate. My wife and I have spoken in length and now would like to depart from the business because of this break down which has gone beyond communication and we would like to know what we would be entitled to leaving the business to return to our normal lives being just what we initially laid out in costs or that including half of what the business is worth now as a growing concern at this point.
Our names have not yet been listed as directors to the business.
Your sincerely *****
Submitted: 2 months ago.
Category: Law
Expert:  Ash replied 2 months ago.

Hello Stuart my name is ***** ***** I will help you with this.

Is this a Limited company? Is anything in writing?

Customer: replied 2 months ago.
Hi Alex,Thank you for your response. I am happy to provide any information you need.The company was formed by my business partner who we are having the problems with, as a limited company in June 2014 with him as sole director and my wife and I, and his fiance, were added as directors in January 2015 and were removed as directors, along with his fiance in October 2015 due to over complicating the company structure in order to secure the new lease on our cafe as can be viewed on companies house.The lease contracts were signed in February 2016 and we began working on the property as a lot of work was needed. Both parties put the same capital forward splitting it 50/50.We do not have a company contract as this was a venture with friends, however we do have an email trail of discussions relating to the lease and the general ideas surrounding the business as a partnership, such as this email sent to the current landlord before we opened:"Hi Liam & Moira
It has now been over a week since I emailed Steve advising him that we are still interested in the Hatless Heron and basically asking him what he is looking for upfront to progress a deal. To date, as usual, I have had no response from him, even to a text sent asking if all was ok and to ask if he received my email. Unfortunately this leaves us all thinking that we are wasting our time and money and that there is some ulterior motive.
Before I ring Steve, I would appreciate any input from your end if you are aware of any matters pending? If Steve is not forthcoming on discussing a sensible deal ( and completing very soon!), I will advise Steve that we are fed up with him wasting our time and that we will now be looking elsewhere.
As advised to you in our last meeting, Stuart is now resident in Whitby and we will be moving up in February. It would have been great to have everything concluded by mid February, I could still have everyone in place for the redecoration and repairs of The Hatless Heron as my builders have to come back up to my cottage. Also Stuart and his wife are looking to sort matters out on their income side, so we are all very keen to sort out a deal if at all possible. We would still like to agree a deal with Steve, something I know you would like to see. However, if Steve is not forthcoming, we would ask if you would let us take on the new lease from 2016. If you are interested in this, we will be pleased to discuss a deal and tie this up ASAP. This could force Steve’s hand as he is rapidly running down his lease and every month could potentially cost him! Steve would then have the option to either discuss a sensible deal and soon, or run down his lease and risk getting very little for his fixtures in 2016. If in the meantime anything should happen to Steve, as advised, we would be happy to take on the existing lease and cover any rent arrears and negotiate the fixtures with Steve."Now this is just one example of our proof of discussions and ownership. We also have more recent emails relating to the general running of the business which should also further back up the fact that we are deeply involved at an owner level.Another email to show our inclusion is the following from my former business partner:"Stu
Good news, time for us to put in an offer to Steve!
Kind regards
Tim"We also have the following relating to us going to the solicitors used to secure the lease:"Hi Louise & Stu
Could you please take a utility bill (recent for 7 Fairmead) and passport for each of you in to ***** *****ttle at Pinkney Grunwell solicitors
Whitby Office
Lion Chambers
2 Golden Lion Bank
YO21 3BS
Telephone: 01947 601122
Fax: 01947 829850
DX 61750 WHITBY"What we would like to clarify is, should our business partner not release funds to us as requested, where do we stand legally with regards ***** ***** our money back?We know the business is worth substantially more now as we renegotiated a new 10 year lease and have fixtures, fittings and takings dating back to our opening in March 2016.If you need any more info, don't hesitate to let me know.Kind regards,Stuart Allcoat
Expert:  Ash replied 2 months ago.

What is it you want to achieve please?

Customer: replied 2 months ago.
Hi Alex,We would like to know where we stand from a legal perspective on getting at least put original stake back should our business partner not play fair.Kind regardsStuart
Expert:  Ash replied 2 months ago.

Are you named as shareholders at Companies House?

Customer: replied 2 months ago.
Hi,Yes the shares are split as follows:Business partner:
75 ordinary sharesHis fiancé:
25 ordinary shares
2 B ordinary sharesMy wife:
25 ordinary shares
1 B ordinary sharesMyself:
25 ordinary shares
1 B ordinary sharesThanks
Expert:  Ash replied 2 months ago.

So he owns more shares that you?

Customer: replied 2 months ago.
Hi AlexYes.
Expert:  Ash replied 2 months ago.

Thanks. In that case its bad news, you can't just have out because there is simply no agreement in writing.

You can resign, remain a shareholder and sell your share.

You should get an accountant to value the business and ask your business partner to buy you out.

If he refuses then a Court can order that the business is sold.

But as it stands you cant just get out and recover your money, because you have nothing in writing.

I am sorry if this is not necessarily the answer you want and certainly not the one I want to give you, but I have a duty to be honest.
Can I clarify anything for you about this today please?

Customer: replied 2 months ago.
Hi AlexThank you for your help on this matter.Kind RegardsStuart Allcoat
Expert:  Ash replied 2 months ago.

If I could invite you to rate my answer before you go today please, otherwise the site does not credit me for the time spent with you today. Thanks and good luck.

Ash, Solicitor
Category: Law
Satisfied Customers: 10914
Experience: Solicitor with 5+ years experience
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