Legal Question in Business Law in California

Re: Change of heart

You may have a case depending on any contracts and letters. There may also be a violation fo the California and Federal Securities Act. Please contact our office at 714 363 0220 to set up an appointment to review your documentation and for consultation. We take cases throughout California on hourly, task, and contingency.

Re: Change of heart

Yes, you do have a leg, and maybe two legs to stand on. I think that your notation is ambiguous enough to permit parol evidence as to exactly what your agrement was. Clearly there was no "meeting of the minds, as a result there was no agreement. As a result, you should prevail that what occured was the lending of money not a purchase of stock.

Re: Change of heart

Mr. Bardach's answer may be correct, but you have not provided enough information to permit a definitive answer. Presumably you and the company had an agreement of some kind before you sent them the check, and that agreement will govern the transaction. Depending on what the agreement said, your notation on the check may be completely irrelevant.

Ordinarily one does not advance "a large sum of money" as a loan without some clear agreement about repayment terms, interest rates, etc. Even if you can now call the funds a loan, your ability to demand an immediate repayment will depend upon what your agreement called for. If you agreed that the funds would be returned on demand then you're in good shape, but if you agreed to give them five years to repay then you have to live up to that agreement unless they breach; even then, there may be limitations on your ability to demand the full amount.

The letters you wrote after the fact may be completely irrelevant as well, unless your contract says you can renege under certain conditions AND those conditions have been satisfied. A contract, as they say, is a contract -- no matter how eloquently you might later write about a change of heart.

Hopefully your agreement was in writing. If it was oral it will likely still be enforceable, but there will be much more room for disagreement about what you agreed to.

A final note: there are securities regulations which govern the purchase of stock, including (perhaps even especially) purchases directly from the company. You and the company need to make sure the agreement complied with these regulations.

Re: Change of heart

An investor may be entitled to restitution of his investment if it was solicited and accepted by the company that issued the securities or accepted the investment if the money were taken in violation of securities laws (state and federal) which include disclosure requirements.

If you were not an insider of the corporation, i.e. were not fully privy to its affairs, there is a strong possibility that your money was taken in violation of some disclosure, registration, etc. requirement that would subject the company to civil (and possibly criminal) penalties and entitle you to restitution of your investment.

Whether your money was a loan or an equity investment would be determined by the intent of the parties at the time of agreement or, if there is no particular time and no concrete agreement, from all of the surrounding circumstances, including what a reasonable businessman knowing all the attendant facts would conclude the parties had in mind.

I have handled a case on this precise issue in the last couple of years, and I would be pleased to give you a consultation if you contact me directly by e-mail, FAX or phone.

Re: Change of heart

Based upon your question, God only knows and she's not telling us. It depends on all of the paperwork. Also how much we talking about. You could have numerous claims or no claims it all. It depends on the facts at what you signed as well as what they represented. My question is, how could deliver money to an entity like this without having a lawyer review the paperwork.I have practiced law in the San Francisco Bay Area for over 30 years in this specialty if you wish to contact me please feel free to call me at 925 -- 945 -- 6000.

Re: Change of heart

need to see the agreements. I'm your shark.

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