Business Contracts Contract/Partnership Agreement Confusion

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Mary318

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I own a company that recently partnered up with a non-profit organization that works with and employs handicapped people. When this partnership began, I was under the understanding that I would be employed as a "coach" to train this organizations handicapped clients in my field of expertise. This provides them with a job, and the opportunity to learn a trade. In exchange, aside from the hourly pay (which of course is very minimal), I would set up shop in their existing building, working with clients already employed by them, as we also settled on a % split on the profits earned, since we provide a service to the community that generates income.

With each passing month I wasn't seeing any of the profits %. I didn't think much of it the first 2 months because we were setting things up, and business was a little slow. After about the 3rd month business started picking up and has ever since, growing with each passing month. By the end of this 3rd month I still had not seen any pay from profits, so I started sending out emails, and making phone calls asking "where's the money". I was informed at that point that their records showed that we hadn't earned any profits yet, though I was. I then requested a break down of where all the profits were being spent. It took 5 months after that to finally receive this vague breakdown of everything. In it, right away, I noticed that in the "state funding" section it showed that this programs funding didn't even cover payroll for myself and their 3 clients. It was averaging $1000 short each month, which they took from our profits to cover. Although, the really big surprise came when I noticed they were charging this program $2500 a month in what they labeled "allocations" for "administration fees". Combining these 2 equaled $3500 a month in instant overhead without even stepping in the door. Then added to that was the expected; utilites, supplies, repairs, etc..

I was never informed of this in our initial meeting about starting this venture. They simply stated "we'll supply the building, the utilities, the workforce, advertising, and start-up fees", and that the building was already owned outright by them, and that they would use existing handicapped clients to fill the positions. They made it sound so golden, as if there was very little overhead, and that it was an amazing opportunity for both parties, and even said just that. Long story short, I've seen one profits payday in 10 months. I'm stuck between a rock and a hard place now as they keep explaining away the profits to fluctuating "funding" and "allocations", even though they claim they receive the funding by billing the source hourly.

What are your thoughts? Aside from my apparent mistake of not asking enough questions before entering this partnership, does this sound like the norm? Am I just misunderstanding how the whole non-profit world works? Or am I being screwed?

I really appreciate any advice you may have!!

Thank you,
 
I think your post is TOO long. But, if you're working and not being compensated, you're being screwed. If you think someone owes you $100, and they pay you $20, you're being screwed.

It might be time to find another client, one that pays their bills.
 
Your post is long. You "might" try talking to a lawyer & letting them read any agreement/contract you might have & go from there. Otherwise, take army judge's advice & look for another person (or place) to work for.
 
You can unscrew things!

MARY318:

Well, let's start from top; the starting point of your partnership if you will, which is where the mistake was made on both sides and by both sides, alas more to your detriment than the partners. And while it sounds very much like your contribution to the error was the result of honest-oversight, your partners' contribution to the error however, comes across as an act of bad faith dealing.

Your mistake had nothing to do with asking more questions of the partners or understanding what makes a non-profit click, and everything to do with not putting the discussed terms in writing or memorializing them in any shape or form which may explain the partners' indifference and arrogance towards you. But a lack of writing does not mean you are "screwed" and have no recourse in the matter; because there is and you do!

What you have here is basically a case of Breach of Contract by the partners of a Quasi Contract, otherwise known as a Verbal Contract and the main difference between this and an Express (written) Contract is the measure of damages. Therefore, while damages for breach of an express contract can run the gamut and cover all the provisions contained in the length and breadth of the contract including projected income and profits, the damages for a breach of a Quasi Contract are limited to what is called Reliance Damages, which is also referred to as "out of pocket expenses."

This means that you cannot sue to recover normal contract damages, but only what you spent and incurred in order to get into the partnership by relying on the promises made to you by the partners. Such a suit is be brought based on the Doctrine of Promissory Estoppel and a cause of action to the same, aimed at preventing Unjust Enrichment by the defendants.

But before you take any adversarial steps, do have a heart-to-heart with the partners and air your concerns and the fact that they are in breach of contract as things stand and unless the breach is remedied in full, legal action may be brought to bear.

Last but not least, keep in mind that it is never too late to transform a verbal contract into a written contract.

fredrikklaw
 
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