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Nicola-mod
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Category: Law
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I am a director (one of 4) of a small closed company, the

Customer Question

Hi I am a director (one of 4) of a small closed company, the other directors are shareholders and the majority shareholder is my ex-husband he is also the chairman of the company. The company is basically a large town centre building renting out shops and office space.
I have been a director for over 20 years. I have received Directors fees yearly until this year they didn't pay the directors (as the other directors are shareholders of course they haven't as they will get their money from the sale)
I have recently been informed that the company is to be sold, completion expected at the end of Nov and I am required to sign a resignation document. They have sent me the document.
My Ex and I had a very acrimonious divorce in 2004 and then in 2014 we were back into Hull County court for financial proceedings, the final order form 2014 had an undertaking/agreement to the court that I would sign a resignation for the sale of the company within 14 days of being reasonably asked to. I have copies of the Order etc.
I'm holding off signing because I want some sort of one off payment, call it redundancy, compensation for loss of office, termination payment or whatever. I would be happy with 4-5 K (my usual Directors fees amount)
1. What can they do to make me sign? I'm afraid I might get a penal order or something? What process will they have to go through to enforce the order. I cannot afford any legal fees.
2. Can I hold out for a payment of some sort, is it a reasonable expectation?
Submitted: 20 days ago.
Category: Law
Customer: replied 19 days ago.
Hello.. When can I expect my answer?It's urgent.
Expert:  Jamie-Law replied 19 days ago.

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

What is the document you are asked to sign please?

Customer: replied 19 days ago.
Hi I thought a Lady Barrister forgotten the name was going to answer my question?
Expert:  Jamie-Law replied 19 days ago.

You have been waiting so it is released to all experts. I deal with commercial litigation.

How can I help?

Customer: replied 19 days ago.
The document is a resignation document for my directors post.
Expert:  Jamie-Law replied 19 days ago.

Ok. Have you given notice or do you want to wait until paid?

Customer: replied 19 days ago.
I am a director and have been asked to resign as the company is to be sold. It is a closed company. My ex husband is a shareholder. I haven't been offered any fees payment or loss of office compensation. I expect if I don't sign they may go for enforcement of the order.. See my. Original question
Expert:  Jamie-Law replied 19 days ago.

Thats fine - I dont know whether you had offered resignation. No - they can't make you sign.

There can be no penal notice to make you sign.

All they can try and do is try and get a Court order.

But it is up to you whether you sign it. Its your business - you do not have to sign.
Can I clarify anything for you about this today please?

Customer: replied 19 days ago.
Did you understand that there already is a final court order from financial proceedings in 2014 between my ex husband and I with an undertaking to the court that I will sign within 14 days of being asked.. Can they enforce this? And if so how?
Expert:  Jamie-Law replied 19 days ago.

Thanks. Yes.

This is an undertaking which is different from a Court ordering you to do it.

Breach of any Court order is serious.

However this is a promise (undertaking) rather than a Court order.

They would need to take you back to Court in order to get it enforced.

In theory they could seek to commit you to prison for not signing, but its unlikely a Court would do that.

A Judge wont send you to prison for not signing a document.

You need to ensure payment and security is in place in the event they dont pay you off.

Does that clarify?

Customer: replied 19 days ago.
Ok so are you saying that the 2014 order is a court order resulting from family proceedings which the company could not take advantage of and they would have to initiate a separate set of proceedings? Also is it reasonable for me to look for some sort of payment? My ex husband is a solicitor so I need to be sure here
Customer: replied 19 days ago.
You say unlikely. How unlikely? they are hoping to complete the sale at the end of November so won't have time to get court dates etc? I haven't set out what I want with regard to payment but only talking 4 or 5 k..
Customer: replied 19 days ago.
Jamie are you still there?
Expert:  Jamie-Law replied 19 days ago.

It's up,to you whether you want to risk it. They could take you back to the family court.

But as this is civil dispute they may need new proceedings.

I would sign subject to confirmation of payment.

That way you are not refusing.

Does that clarify?

Customer: replied 19 days ago.
Thanks.. I would appreciate if you could find out if the company or my ex husband can apply to family court to restore the proceedings.. Can you outline what my risk is? Is it court costs? What sort of timeframe are we talking?
Expert:  Jamie-Law replied 19 days ago.

They can yes, because you have not complied with that order. But it may take a month or so to get it restored.

The risk is you breach an undertaking.

Costs - around £5000 if you lose.

Does that clarify?

Customer: replied 19 days ago.
Do they have to tell me that's what they intend to do first? It would have to be my ex husband restoring the proceedings, not the company ? If say he does restore the proceedings and then I sign before the court date could i still get costs? Is it reasonable for me to seek a payment? What would it be called..? Severance pay...loss of office compensation?
Expert:  Jamie-Law replied 18 days ago.

yes they have to warn you. If they do restore and you sign, yes you would be liable for costs.

You would be being made redundant so entitled to that payment or whatever is in your contract.

Does that clarify?

Customer: replied 18 days ago.
I dont have a contract, it was a family run buisness, but Im not family anymore.can they call it redundancy if I sign my own resignation?
Expert:  Jamie-Law replied 18 days ago.

If you sign your own then it's possible there is an argument. But you are forced into it because it has been sold. You could argue you still would be entitled to that type of payment because the business has been sold.

Does that clarify?

Customer: replied 18 days ago.
what should I call the payment I want to receive?liable for costs even if it is not heard? ...are we talking a hearing that I would have to attend?
Expert:  Jamie-Law replied 18 days ago.

Yes you would be liable for costs for any enforcing action,starting from writing letters to you.

If there is a hearing yes you would have to attend because it would be breach of a court order.

It is in effect redundancy pay because you have been forced to leave.

Does that clarify?

Customer: replied 18 days ago.
Is it reasonable to ask for redunancy pay? whayt if they say no
Customer: replied 18 days ago.
but if i sign have i lost my ability to ask for any sort of pay as there is a disclaimer on the resignation document?I think I will write to the company secretery telling them I will sign no problem but first want the shareholder directors to to agree to pay me redundancy pay,if they say no what do I do then? risk litigation?
Expert:  Jamie-Law replied 18 days ago.

You have to sign, there is an undertaking.

They could just pass a resolution anyway making you leave. You should say you will sign subject to redundancy pay.

But you should have made sure that was a term of the family proceedings undertaking.

Does that clarify?

Customer: replied 18 days ago.
am i entitled to redundancy pay?
can I sign and then press to get the payment
Customer: replied 18 days ago.
Can I ask for someone else to look at my question? Perhaps the Barrister I was initially offered? I do not have a clear idea of what my position is.
Expert:  Nicola-mod replied 18 days ago.
Hello,
It seems the professional has left this conversation. This happens occasionally, and it's usually because the professional thinks that someone else might be a better match for your question. I've been working hard to find a new 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 18 days ago.
Hi yes I would love another professional to look at my question...thank you
Expert:  Nicola-mod replied 17 days ago.
Hello,
We will continue to look for a Professional to assist you.
Thank you for your patience,
Nicola
Customer: replied 17 days ago.
Thanks I really appreciate it
Expert:  Nicola-mod replied 15 days ago.
Hello,
I apologise as we have not yet been able to find a Professional to assist you. Do you wish for me to continue to search for someone to assist you or would you like for us to close your question at this time?
Thank you for your patience,
Nicola
Expert:  Nicola-mod replied 14 days ago.
Hello,
Please understand it is rare for us not to be able to find the right Professional to assist our customers. We can close this question and return your good faith deposit to the original funding source on request.
Please let me know how you wish to proceed and again I apologize for any inconvenience this may have caused.
I hope you will give JustAnswer a try again in the future,
Nicola
Customer: replied 14 days ago.
thank you Nicola, Can I get my money back please. Thanks

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