Legal Question in Business Law in Pennsylvania

I do a lot of this type of work, and that clause is totally ambiguous and makes no sense to me. It could conceivably mean you suggest in your question. I would not advise a client to sign an agreement without further explanation and clarification of what that language means.

The bottom line is you are making a major life and economic decision in buying this company (or a portion of it). Because this decision is of such importance, you owe it to yourself have a lawyer review the entire agreement, and suggest and negotiate, if necessary, any changes to the contract language.

The cost of getting a lawyer involved does not have to cost you an arm and leg. If you go to a big firm, it will cost you. But there are other knowledgeable attorneys in your area, who would give you several options depending on the extent of the attorneys' involvement. Under any circumstances, you should have counsel at least review the document.

Hi there,

As my colleague noted, it appears to be ambiguous. It would turn on the whether "their equity" included you. Frankly I couldn't see a court interpreting it as an odd agreement to dilute a shareholder's stake at a sale, but it is still begging for a court battle. It's also a sign of an overall poorly written agreement.

It's good you're addressing this now. You could pay an attorney a small fee to craft a solid agreement now, or pay large, open-ended sums to an attorney when this devolves into protracted litigation later. Like anything else, an ounce of prevention...

Our firm offers a free consultation.

Regards,

Michael J. Duffy

Duffy Law, LLC

1-888-414-5773

www.mduffylaw.com

[email protected]

Please note: The information provided here is for general informational purposes only and should not be construed as legal advice or legal opinion on specific facts or circumstances.

Before I respond to your inquiry, I must state that we have not spoken, I have not reviewed the relevant documents and facts, and I do not represent you. Therefore, my discussion below is not a legal opinion, but is informational only. Finally, my discussion applies only to issues to which Pennsylvania or Federal law apply, unless otherwise specified.

That being said, I agree with what my colleague has stated and that you need to have a lawyer review the document as there are many words within your quoted section of the agreement that either would need to be defined or excluded in order to protect your interest in the company. You should allow an attorney an opportunity to review the entire document and provide you with an explanation on how to proceed.

If you would like to discuss this matter further, please feel free to contact me at the below address(es) or number.

Robert H. Graff

The Ezold Law Firm, P.C.

One Belmont Avenue,

Suite 501

Bala Cynwyd, PA 19004

(610) 660-5585

[email protected]

www.ezoldlaw.com