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He created a company of which his investment company has a 50% share and I own the other 50% of which I am the managing Director.
He created a company in which is investment company took 50% share and I have a 50% our original agreement was for a total sum of 150,000 which in reality has only become 60,000
he wants a Share sale agreement to be in place with the shares being retained for the time being with the transfer of the shares being completed when all monies due under the Personal Guarantee / Debenture have been repaid.
He is also asking for to consider pre-emption rights in relation to both of us so that neither can sell shares without offering them back to the other first – I think this is a practical solution and aLegal Charge on Intellectual property to be discussed and agreed
I have asked for the repayment to be made once the project is launched and is in profit after it pays any debts. I have asked for flexibility as you have pointed out.
However I think all of this is a smoke screen. It is my belief that he is trying to engineer a rights grab.
He keeps saying that he own 50% of the rights of the project. I keep asserting that as an artist creating an art project that the rights to my pictures in still or moving form remain with me solely and have never been offered as part of any agreement of funding.
totally understand that he owns 50% of the company and my intention is to buy back his shares.
Couple of things. 1. the original agreement was for 50% share based on an investment of 150k his actual investment is less than 50K and he has not made any investment into the company since December of last year.
But where were are beginning to have conflict is in his assumption that he has paid for and own the intellectual property of the content that I am making.
Thats a very good point. about the shares.
Do I have the right to hold him in breach of contract ?
Back in February the production company I was working with had a problem with a supplier this caused an overspend in our budget . In the resulting meeting they asked us to cover the costs. I refused. Unknown to me, my investor had met with the production company and offered to pay the amount. 3 weeks ago I found out when I approached the production company for my content, because of a deal that I have struck with a broadcaster that they were holding the content to ransom as the investor had not answered any of their attempts to contact him for payment. He is now holding me to ransom over the terms of this contract in order t pay this supplier and release the content.
Is he in breach of contract for non payment of these invoices ?