I'm an equal partner/shareholder in an S-Corp with three other individuals, one of whom has completely disappeared. All attempts to contact this person have failed. However, this is not the current problem, I just mention it as background information.
The issue that I'm dealing with currently seems simple enough, but could get very complicated. Another partner wants out immediately. As per our shareholders agreement, this partner has offered us(the remaining two partners) all of their shares to be purchased within a 60 day period. We agreed, however, the asking price was too much for us currently to afford. We offered to buy the shares on a payment plan, at which time this said partner mentioned they were thinking of selling it to a third party. The said partner then apparently went ahead and made some deal with this third party (we're not aware of the details, as this partner is being very secretive about it). I spoke to this partner, and they mentioned that they really didn't want to sell to the third party, but wanted to negotiate with us instead. We agreed to continue negotiating. The next day, said partner made an offer via e-mail, and I took it. I sent the share purchase agreement and money the following day. Now this said partner is stating that they, "cannot get out of their agreement with this third party" and, without stating as such explicitly, rejecting the agreement(s). My questions are as follows:
1) Since our shareholders agreement states that we, the remaining shareholders, have sixty days in which to purchase the shares, is this partner's deal with a third party in any way illegal or null and void?
2) This said partner has made two offers, both of which this partner has rejected after making the offer, and having had me agree to them both verbally and via e-mail. If this said partner makes an offer then rejects it, for whatever reason, does this obligate the said partner to make another offer, at which point the 60 days begins anew?
3) How should we, the remaing two partners (who own equal shares as said partner, but more together) best deal with, what can only be described as, an unstable and/or unreliable partner?
Any information or help would be greatly appreciated.
The issue that I'm dealing with currently seems simple enough, but could get very complicated. Another partner wants out immediately. As per our shareholders agreement, this partner has offered us(the remaining two partners) all of their shares to be purchased within a 60 day period. We agreed, however, the asking price was too much for us currently to afford. We offered to buy the shares on a payment plan, at which time this said partner mentioned they were thinking of selling it to a third party. The said partner then apparently went ahead and made some deal with this third party (we're not aware of the details, as this partner is being very secretive about it). I spoke to this partner, and they mentioned that they really didn't want to sell to the third party, but wanted to negotiate with us instead. We agreed to continue negotiating. The next day, said partner made an offer via e-mail, and I took it. I sent the share purchase agreement and money the following day. Now this said partner is stating that they, "cannot get out of their agreement with this third party" and, without stating as such explicitly, rejecting the agreement(s). My questions are as follows:
1) Since our shareholders agreement states that we, the remaining shareholders, have sixty days in which to purchase the shares, is this partner's deal with a third party in any way illegal or null and void?
2) This said partner has made two offers, both of which this partner has rejected after making the offer, and having had me agree to them both verbally and via e-mail. If this said partner makes an offer then rejects it, for whatever reason, does this obligate the said partner to make another offer, at which point the 60 days begins anew?
3) How should we, the remaing two partners (who own equal shares as said partner, but more together) best deal with, what can only be described as, an unstable and/or unreliable partner?
Any information or help would be greatly appreciated.
