Legal Question in Business Law in California
business sale, faliure to perform
We recently hired our business attorney to handle the sale of our business. Included we 5 documents. These documents were to supersed the escrow, namely the promissary note. The buyer were to sign all the paperwork at our attorneys office prior to the sale. He was to contact us if this was not done and hold up escrow. He was very involved. He drop the ball and nothing got signed and we are stuck in a very bad deal. He said after the fact that we only hired him to draft documents. We have plenty of backup to show otherwise. Retainers were never signed. The firm wanted us to sign 2 retainer after the fact. Now they want us to sign a retain with the intire firm waiving out rights for a law suit. We said it could not include the partner that fail to protect us and they daid fine. The retainer does not show this it say's all dealings with the firm. Can we sign it and be protected and still have the right to sue if they cannot turn this around. should we change the retainer to word it so were are protected. we would rather have them try to clear this up rather than file at suit. This involve over $100,000 and the lose of our franchise.
Thank you for you time
4 Answers from Attorneys
Re: business sale, faliure to perform
It is unethical and probably illegal for a lawyer or law firm to ask a client to give up his rights to sue for malpractice. This sounds like the effect of the documents you're being asked to sign.
You might not give up all your rights by signing an after-the-fact representation agreement, but why would you want to do that? It could make your case more difficult and doesn't benefit you at all, as far as I can tell.
I would take all the paperwork including the proposed but unsigned retainer agreement to another attorney, one that handles legal malpractice and isn't buddy-buddy with your present law firm, and get an initial free consultation as to whether you have a strong case for a malpractice recovery.
Re: business sale, faliure to perform
Assuming this is California,
You should consider whether or not you really want to continue to work with attorneys who have done this and you should question whether you should sign anything without and independant attorneys advice.
Joel Selik
800-894-2889
Re: business sale, faliure to perform
Do not do anything, do not sign anything, do not talk to them at all until you shoeless an attorney to at least advise you if not represent you in this situation. He wanted attorney who is quite knowledgeable about business/business sales. You want somebody who understands the nuances of these kinds of transactions and with the same time is familiar with litigation. Choose wisely and you hopeful it would be more than satisfied. Did not waste your time with advice over the net. You need to sit in front of the attorney so he/she can't tell you based upon his/her questions and your recitation of the facts what your legal rights are at how you should be protected.I have been practicing law in this legal area for over 30 years and understand your problem well. I practice in the S.F. Bay Area and if you wish to contact me call at 925-945-6000.
Re: business sale, faliure to perform
We will need to review all of the contracts and documentation including the franchise prospective and your determinatino of lost profits in order to determine if you have a case and against whom. Pleae contact our office for an appointment. Even if you are not in California, by providing us by mail or express service the documents, we can consult by phone. Our phone number is 714 363 0220.
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