Dropping uninterested business partner

Jason12

Free Member
Feb 18, 2022
4
2
Hi,

I have recently registered a vape mod company solely in my name, and I am about to start trading. The problem is, initially, I was creating it with a friend, and we were going to put in an equal amount of capital for an equal share. But, unfortunately, as I will explain below, he has done next to nothing and has not put a penny into it.

The original plan was simple, I designed the mods and ran the website, and he built the printer and manufactured the mods. Despite him working full-time, when it came to the first significant spend for the business (a 3D Printer), he claimed to have no money. Another time he said he would put in a substantial amount on the payment of his sizeable quarterly bonus, later he claimed to have received nothing. This has been a consistent pattern.

When I suggested potential roles for him (Product Tester, Finance, Marketing, Customer Relations, Tech Support, Payroll), he declined all of them, saying he wanted me to have complete control until the business was more established. When I showed him my estimated costs, he disagreed with the labour cost, saying I should do it for free. When I explained that it took a long time to sand, paint, adapt components and solder the mods, he only then offered to sand them, but after hearing he could not do them while watching TV, he stated, ‘I’m not sure I can do them to your high standard, but I’ll give it a go’. So, I ended up sanding them all myself, and he did not contact me.

In the 4-5 years I have been working on this part-time, I estimate I have put in at least a full-years worth of work. Calculating this conservative estimate at £10 per hour would equal around £20,000. I have also spent £4000-£5000. I have worked part-time in a phone shop during most of this time, so I have taken a significant hit to my earnings to do this (and another separate project).

I recently found out that he has spent thousands on PC parts and Airsoft, so he does not seem to lack disposable income. A friend suggested asking him for the £200 for the custom paint I needed because he thought he would not do it. When I asked, he said he would, but with the following strings attached:

  • I set up a separate personal bank account for the £200 before setting up the official business account.
  • He gets a minimum 10% share of the business.
  • The business widens to make Airsoft parts (me working for free all over again).
  • I take no money in wages for the foreseeable future.
As you can guess, these terms were utterly unacceptable to me, but I just said I would consider and get back to him. Also, during this call, he agreed for me to go ahead and register the company solely in my name, and we would discuss ownership later. While discussing how to calculate a potential share split, he said he didn’t think that the hours I put in were worth anything because it was time off I had anyway. He argued it was entirely different from working in his management job because he had to be there. I managed to stay calm at this insult and stated that if we do not take hours worked into account and only money invested, I would automatically get 100% of the business, then he instantly gave up on that idea. We have not contacted each other in the four months since.

My Contribution
  • Designed the mods
  • Built the printer and enclosure
  • Sourced all the parts
  • Designed the customisable website (like the Nike custom trainer site)
  • Created the manufacturing processes needed
  • Manufactured all current Mods
  • Researched the legal and business requirements
  • Created the business model with pricing, profit etc
  • Worked out a viable marketing strategy
  • £4000-£5000
His Contribution
  • Came up with the idea of us starting a business making 3D printed vape mods (already widely done) with an idea for an aspect of the cosmetic look
  • Spoke on rare occasions when I contacted him
  • Tested 3 Prototypes I posted to him (used it instead of his usual Vape)
  • £0
For a long time, my friends and family have had the near-universal opinion that he has no genuine interest in the business and wants a share for investing nothing and doing next to nothing. I think I have been naïve, and they are correct. I want to get rid of him, and my main concern is if the company does do well, it will leave me vulnerable to legal action. The company name that I came up with contains his surname ‘Smart’, but it is incorporated into the name to sound like the general sense of the word. I plan to pay him a small amount in exchange for signing a contract confirming he will make no future claim on the business. To date, no agreement of any kind has been put into writing.

I would love to hear advice on the best course of action?
 
Last edited:
Screw him. If he wants to take you to court, let him. He has no claim to anything.

If you're concerned about the company name, change it.

And personally, I wouldn't do that contract you're suggesting. It implies he had some input into the company.

Having said that, I'm not a lawyer. You might be best getting some legal advice.
 
  • Like
Reactions: Newchodge
Upvote 0
What sort of company did you set up, a ltd, a partnership, what written agreements have you got in place, share holders agreements etc ...........
 
Upvote 0
Screw him. If he wants to take you to court, let him. He has no claim to anything.

If you're concerned about the company name, change it.

And personally, I wouldn't do that contract you're suggesting. It implies he had some input into the company.

Having said that, I'm not a lawyer. You might be best getting some legal advice.
Thank you for replying. Unfortunately, the mods already have the company logo on them.
 
Upvote 0
What sort of company did you set up, a ltd, a partnership, what written agreements have you got in place, share holders agreements etc ...........
Thank you Wavejumper. It's an Ltd, I have all the shares and he is not named at all. We have no written agreements. The only things that are written are WhatsApp messages and I can't see talk about ownership or percentages mentioned when searching.
 
Upvote 0
There are always two sides to every story

Can you get his version of events and post them too?

Also I like vape mods, what's your YouTube channel?
 
Upvote 0
To be honest @Jason12 I am surprised you have gone on so long and put so much into it, and let him get away with all these excuses.

Vape him now and do it yourself.
 
  • Like
Reactions: Jason12
Upvote 0
Thank you Wavejumper. It's an Ltd, I have all the shares and he is not named at all. We have no written agreements. The only things that are written are WhatsApp messages and I can't see talk about ownership or percentages mentioned when searching.
If what you say is true and he has no other evidence of partial ownership or binding contribution, then that's it! He effectively has nothing.
While discussing how to calculate a potential share split, he said he didn’t think that the hours I put in were worth anything because it was time off I had anyway.
That is what one calls in German a milkmaid's calculation, i.e. not to be taken seriously. If he has failed to contact you in four months, it looks as if he has lost interest in the whole thing and I would crack on with the project.
 
  • Like
Reactions: Jason12
Upvote 0
I would suggest you contact him by registered letter stating that you will be continuing on your own and due to lack of interest on his behalf, you are closing the implied partnership and will continue on your own from the 20th Jan 2022
 
  • Like
Reactions: Jason12
Upvote 0
I wouldn’t even write to them. Wait for them to contact you and then get a solicitor to do a Arkell v Pressdram on them.
 
Upvote 0
Upvote 0
You're not really looking for advice - you're looking for re-assurance. I don't know you, but I suspect from your explanation that you lack confidence in dealing with an awkward situation.

You set up the company; you own all the shares; you are (presumably) the sole director; you put in all the money; you've done all the work. The other party has no more right to any money from, or share of the company, than I have.

1. He's not 'a friend'. Stop referring to him as such. If your company is a roaring success he'll try to claim you owe him so..

2. Don't write to him about anything, make any offer, refer to a partnership, or communicate in any other way. A slip of the pen or a badly worded phrase could give him an 'in'.

3. In case he tries to communicate with you, get a friend or family member to play 'devils advocate' and practice your responses for example, if he says "we agreed a partnership".

4. You don't need a lawyer. If you don't feel confident but have a trusted friend or family member who knows the situation, refer any 'phone calls or correspondence to them to deal with.

5. Don't get into a discussion or argument. You have all the cards and you can only shoot yourself in the foot. The phrase 'I refute everything you say/claim' should be sufficient for any situation. Remember that if he thinks he has a claim on your company, it's up to him to prove it, not up to you to prove he doesn't.

You'll be fine.
 
Upvote 0
I would suggest you contact him by registered letter stating that you will be continuing on your own and due to lack of interest on his behalf, you are closing the implied partnership and will continue on your own from the 20th Jan 2022
Please don't do this. You are acknowledging an implied partnership.

Get on with your life and YOUR business. If he ever contacts you about it again tell him to go away.
 
Upvote 0
As most have advised, correctly above.

Simply carry on as if nothing has ever happened between you, since in reality, nothing apart from broken promises has.

I suspect he realises you tend to be intimidated or manipulated easily, the fact as mentioned he has not pursued this for four months tells you he has no grounds to concern you.
 
  • Like
Reactions: Jason12
Upvote 0
reading the OP

The company is in your name
The input (labour) is yours
The investment so far is yours

You say about getting rid of him - but everythings in your name so far so unless I'm missing something there's nothing to get rid of? He's neither attached as a shareholder and morally there's no investment you'd want to compensate for?

I don't think you need to do anything except focus on your own business and do not include them in anything.
 
  • Like
Reactions: Jason12
Upvote 0
Thank you everyone, for the high quality of your replies. When I got to the bottom of the Arkell v Pressdram article, I let out a chuckle. On your collective advice, I will stop referring to him as a friend, not contact him, delete him from my social media accounts and make sure I don't get into conversations. You have all made me feel confident to go forward without having to worry, and I can't thank you enough.
 
Upvote 0
FWIW, going forward in business, get clearly set out terms for contracts for both buying, selling, shareholder agreements etc. Decide what you want and obviously what is legal, do not agree to anything you do not like.

You got off this one more by luck than skill, try to be more careful in the future.
 
Upvote 0

Latest Articles