Legal Question in Business Law in Massachusetts

Re: Contract Cancellation

I don't understand ... was the promise written down, signed, or not?

Re: Contract Cancellation

Mr. Williams's confusion is justified, as the question does not follow from the statements that precede it.

It sounds like what you're really asking is whether an unwritten promise to share ownership in the company can be enforced or not. If indeed a written contract to transfer the stock in the company was never executed, then the party that was to have received the stock may have a problem enforcing the understanding: The applicable statue of frauds of the Uniform Commercial Code as adopted in MA requires there to a written (i.e. executed and in writing) agreement in order for a promise to sell stock to be enforced. If the contract to which you refer was not signed, then there was no writtne agreement, and therefore you may not receive the stock.

However, if the party that was to have received stock actually rendered services to the company, then an action may lie, in quantum meruit or otherwise, for payment for the fair value of those services.

Additionally, if the party that was to have received the stock participated in the creation of any intellectual property of the company, he may have a claim for joint ownership of that property.

And to answer your specific question, a written contract per se may be cancelled ("rescinded") only if both parties mutually agree to do so.