Legal Question in Business Law in California

Re: Share buyout...

Your last line is crucial and that is ultimately what will control; with no agreement in place, it sounds as though negotiations were on-going. That being said, what other formal obligations do the new partners have to the old partners? Is there a previous business relationship? Did the old partners reasonably rely on the new partners upholding their end?

As Nina accurately points out, retaining an attorney to review everything will be essential. If you would like to discuss this with me further, please feel free to contact me.

Warmly,

Bryan

Bryan C. Becker

619.400.4929

Re: Share buyout...

It sounds to me as though there is either no contract at all, or that the buyers have breached the contract, so the sellers are not under an enforceable obligation to give up their shares. It would now be a good idea to re-negotiate the entire deal with an attorney's assistance. Alternatively, if there is a breached oral agreement, an attorney could review it for the purpose of a possible suit for damages for breach of contract, but you are probably better off trying to piece the deal back together starting at square one with clear, detailed and enforceable contract language.

Re: Share buyout...

You're not going to get detailed legal advice here for several reasons, free or otherwise. No one here can give 'legal advice' since you are not in an Attorney/Client relationship. No one can give you advice that is of any value to you, or that you can rely upon, without fully reviewing all the documents and facts and issues with you. You are in a situation that could likely result in litigation, so bite the bullet and get actual advice now, that might allow you to resolve the problems. Better to hire counsel to deal with this early, rather than wait and spend far more money on litigation expenses after it blows up in your face. Feel free to contact me if serious about doing so. You realize, don't you, that this problem occurred because everyone was too cheap to get legal help in the beginning of the organization? It's the same situation repeated now.

Re: Share buyout...

This is not a question that can easily be answered in a forum such as this. There are too many factors that need to be considered. The best advice anyone could have given you at the inception of this business venture would have been to hire an attorney. The best advice anyone can give you now is - hire an attorney!