Partner / Agreement Turned Sour

tinysteps

Free Member
Nov 1, 2013
12
0
Hi,

I have a query that I could do with some help/advice on please.

I approached two friends (Mr A (Alright) and Mr B (Bad)) with a business idea some time back and the idea was that I would pay them for their support as they both had skills that I required. Rather than accept payment they requested a 15% stake each. I agreed – error 1.

Following our agreement the two began work. One party (Mr A) worked fine but the other (Mr B) was slow in making any progress. At an early meeting Mr A asked whether we would be splitting the cost of website etc. or whether I would pay it all. Mr B quickly said that was my responsibility – so it was minuted as such.

After some 6 months Mr B came to me and said what I had asked him to complete he couldn’t do and we would need employ outside help. I said that this is fine but it would obviously be at their expense. Mr B strongly disagreed as said ‘you own 70% of the company so have 70% of the cost but also 70% of the profit. Just like we are happy to pay our 15% each setting up the limited company and registrations and would like to do so in order to justify our share.’

This is obviously contradictory to what he said at our first meeting but given the circumstance and friendship I responded highlighting this contradiction but accepting that I would be happy to move forward with this new agreement and they could backdate and pay shares of everything to date – error 2.

Since this time I have asked both to undertake certain things and whilst Mr A always completed before the deadlines, Mr B does not. These are basic things like please can you review some company images by… (leaving 3 days) and I hear nothing for a week when I get a text saying ‘I will do it tomorrow’.

I am now at a stage where the product is ready to go (following a lot of work undertaken personally and with no support from Mr B) and I am probably going to reduce the hours I work on my full time job to push this new venture. This is obviously going to come as a big hit financially and if the venture does make any money, I am always going to resent paying Mr B 15% of it for doing nothing.

Mr B’s argument is that ‘no contract or agreement was set up the limit of what we are expected to do’ but I would expect that I would get some support or assistance for giving away a share of my idea and my dedicated work.

I appreciate this is a long post but I wanted to explain as much as I can in the hope of getting some useful advice – ideally from someone with a similar experience.

At present I was planning on arranging a meeting with both Mr A and Mr B where I would run though some slides highlight everything that has occurred to date; our initially agreement, the ‘new’ agreement and then everything that Mr B hasn’t done to help.

Following this I will explain that I will pay for his time but that by not assisting or completing any requests for help he has in affect relinquished his share in the company – is this reasonable?

Is there anything else I can or should do?

Any advice would be much appreciated.

Thanks,

TinySteps
 

ethical PR

Free Member
  • Apr 20, 2009
    7,897
    1,771
    London
    You don't mention whether you have a limited company, shareholder agreement etc so difficult to advise. Normally you would make shares in this sort of arrangement dependent on the shareholder delivering on certain outputs.

    Would it be easier to close down the company/partnership and then set up again without partner B?

    Probably best to get professional legal advice on what might be feasible?
     
    Upvote 0

    tinysteps

    Free Member
    Nov 1, 2013
    12
    0
    Thanks for the reply ethical pr.

    I probably haven't explained it fully, the company isn't set up at all. I developed an idea into a product with the 'help' of two friends. We have a verbal agreement, nothing else.

    Now the product is ready to launch I will need to register the company etc. and I do not want to involve Mr B any more as I feel he doesn't warrant his share.

    I suppose the question really is;

    1) Has anyone any advice with regards to friends and business and had similar issues?
    2) How best to tell him that the agreement is over so that he would not stand a chance in court if he wanted to purse his 'share' in the future?

    Thanks, TS
     
    Upvote 0

    Latest Articles