Whether he is entitled to 40% of this limited company or not or whether he is in partnership with you does not come down to just whether there is a signed agreement between you or not.
He agrees to do something and you agreed to give him 40% of the limited company or 40% share in a partnership.
You have to bear in mind that a partnership and the limited company are completely different entities.
As it is at the moment, I don’t know whether he has done everything which he said he was going to do and whether he is therefore entitled to his 40% “payment” or not. I get the impression that he hasn’t done what he said he was going to do.
He cannot force you to go into partnership with him and he cannot force you to give him 40% of your limited company although 40% of your limited company, if all the know-how and trademarks belong to you personally, is probably going to be worth very little.
He can’t beat you with a stick until you give him any percentage of the company and if he feels he is entitled, and you don’t feel he is entitled, then he has to take you to court and you have to defend his action.
It appears that he has done some work of some description albeit it may not be the full 40% worth. So from what you have said, it really comes down to what that input from him is worth.
Certainly, you are obliged to pay for the website.
If he has done everything which he said he would do and you are now just having second thoughts about giving him 40%, then the emails would be sufficient proof that there was an agreement between you for him to have that.
Can I clarify anything else for you?
I am happy to answer any specific points arising from this.
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If you still need any point clarifying, I will still reply because the thread does not close.