Legal Question in Business Law in Florida
Indemnification
We have just received a nasty ''pay up in 7 days or else'' from Ruden McClosky Law in Ft. Lauderdale. My husband was a partner in a business. He resigned 6.5 years ago. He quit claimed his share of the property owned by the company and was also indemnified by his other two partners from two SBA loans. We have never received one single word from either the partners or the SBA that these loans were in trouble, nor did we expect to because our signatures are supposed to be off the notes. I returned the attorneys call yesterday upon receiving his letter and also followed up with email. No response. I called again today and he was unavailable. I spoke with a secretary-got nowhere. I emailed again, this time in more detail and asked that he please contact us as this is worrisome. Apparently the SBA loans must have been sold to a company called Atlantic National Trust. They are asking for immediate payment of 31,605.78 and 25,626.66 respectively. Why are they asking us for the money (besides the fact that they are flogging a dead horse-we do not have any money). We do not owe anyone any money. Please advise on what we should do next. Thank you very much.
3 Answers from Attorneys
Re: Indemnification
You should contact the partners that agreed to indemnify your husband. If you are sued I would recommend joining them in the lawsuit and compelling them to indemnify you to the full extent agreed in the earlier indemnification agreement. Should you have any further questions, you may contact me at (954) 693-0207. Best of luck.
Re: Indemnification
The indemnification agreement between the former partners in no way prohibits the holder of the promissory notes from going after each and every signator of the note for non-payment. Unless the holder/creditor executed some sort of a waiver or cancelled the note as to your husband, your husband remains on the hook. Of course, if he is sued he should bring in the former partners as third-party defendants under the indemnification agreement. Your husband may have defenses against the holder such as statute of limitations or failure to comply with conditions precedent to bringing suit (i.e. notice of default, opportunity to cure, etc.). It is unlikely that your calls or e-mails will convince the creditor to walk away from a $57,000 debt which is accruing no less than an annual interest rate of 11% or a default interest rate of 18%. If you wish to discuss this matter in more detail, please call me at 305.445.0937. Good luck.
Re: Indemnification
Unfortunately, being indemnified by an agreement between other owners does not bind a creditor. If you name was not removed from the loan through refinancing, you would still be obliated on the debt to the creditor.
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