Legal Question in Business Law in Connecticut

I was trying to buy into a business and gave the owner a check and ask him not to cash it till we had an operating agreement completed. he cashed it and will not complete an agreement now he is saying he can keep my money i bought in with even though we never finished buisness or how much im getting percentage wise or anything. am i legaly entitled to my money back?


Asked on 12/23/10, 1:27 am

3 Answers from Attorneys

Roman Fichman Esq. Law Practice of Roman Fichman Esq.

According to your description, I assume you purchased an interest in a LLC (Limited Liability Company). It's difficult to say with certainty whether you are entitled to rescind the transaction. It depends on whether the agreement you had with the person was in writing, whether the check you gave carried any notations, the buy/sell procedures in the current operating agreement, the other members in the LLC (if any), Connecticut's default LLC law and a variety of other factors.

It seems that you conducted the transaction without an attorney by your side, but it's not too late to retain one and protect your rights! Even if you resolve the issue with the person having a properly drafted operating agreement is paramount to protect your rights and ensure that you enjoy from the tax advantages that LLC's have.

feel free to contact me directly with any further questions,

Roman R. Fichman, Esq.

www.TheLegalist.com │ @TheLegalist

email: Info (at) TheLegalist (dot) com

Disclaimer: This posting has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice. You should always consult an attorney admitted to practice in your jurisdiction for specific advice.

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Answered on 12/28/10, 5:07 am
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I agree with the other attorney answer, but add the following. Assuming you can prove your oral contract (assuming it's not written) you very likely have grounds to rescind and recover your money back. The oral contract seems fairly easy to prove, as who would give someone a check without seeing the appropriate documents reflecting a certain percentage ownership. One thing is certain - retain an attorney as soon as possible. This is not something you want to try and handle on your own. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 12/28/10, 6:47 am
Linda Subbloie Linda A. Subbloie, Esq.

Yes.

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Answered on 12/30/10, 9:44 am


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