Corporate Law S Corp partners looking to fire me.

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bgeorgia

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hello,
i am an equal partner is an S-CORP in Orlando. When the business was in it's infancy we has a SBA loan to the tune of 1 million dollars. Two of the partners did not reside in orlando and i was not an employee of the company but was suppose to be employed in a short time. we are an importing business that conducts all business over the phone.
One of the partners suddenly passed away. he was the only partner to operate in orlando.
the bank came in shortly after his death and said that because no one that was an owner
of the company was in the building physically they were going to call the loan.

i offered to come to orlando to calm the waters but never made a full commitment to stay here. now a 3rd partner who inherited 1/3 of the business is now in the building full time.
now that i want to return to work from CT the two partners are saying no and that if i choose to i will lose my salary.
my job of answering calls and handling computer related issues can handled easily from CT just as the President does now. there is no doubt they want only to drop my salary and split the salaries two ways instead of 3.

i have had multiple sclerosis for 20 years. the intense heat here in Florida has been a difficult obstacle to overcome. the 18 months i have been here have been the most damamging physically to me since i was diagnosed.
my symptoms are always exacerbated by the never ending heat here. day to day living has become difficult since my last attack here when i was laid up in the hospital for a week. i never fully recovered from this attack.
my doctor, who has treated me since 1988 is also in CT. i have always been limited in what i can do physically but my job has always been phone sales and support.

i feel the partners are not acting fairly in my situation. i invested my life savings when we started approx. 220,000 dollars. they want to buy me out at that same number over 10 years.
our partnership agreement states that majority rules and if the dissenting partner chooses legal action all costs are paid by the losing party.
where do you think i stand on this issue?
thanks
brian
 
There is no way I can comment on this appropriately as there are far too many facts to handle. You may want to get an assessment independently of what your portion of the business may be worth. Perhaps something speaks of this within the bylaws but I can't be sure and you'll have to see what is contained in there. There should have been a provision regarding buyout and typically is.

Regarding the employment agreement that is tough. I'm not sure how to answer this except I'm guessing you don't have an employment agreement in writing.

Good luck and I hope things work out for you.

bgeorgia said:
hello,
i am an equal partner is an S-CORP in Orlando. When the business was in it's infancy we has a SBA loan to the tune of 1 million dollars. Two of the partners did not reside in orlando and i was not an employee of the company but was suppose to be employed in a short time. we are an importing business that conducts all business over the phone.
One of the partners suddenly passed away. he was the only partner to operate in orlando.
the bank came in shortly after his death and said that because no one that was an owner
of the company was in the building physically they were going to call the loan.

i offered to come to orlando to calm the waters but never made a full commitment to stay here. now a 3rd partner who inherited 1/3 of the business is now in the building full time.
now that i want to return to work from CT the two partners are saying no and that if i choose to i will lose my salary.
my job of answering calls and handling computer related issues can handled easily from CT just as the President does now. there is no doubt they want only to drop my salary and split the salaries two ways instead of 3.

i have had multiple sclerosis for 20 years. the intense heat here in Florida has been a difficult obstacle to overcome. the 18 months i have been here have been the most damamging physically to me since i was diagnosed.
my symptoms are always exacerbated by the never ending heat here. day to day living has become difficult since my last attack here when i was laid up in the hospital for a week. i never fully recovered from this attack.
my doctor, who has treated me since 1988 is also in CT. i have always been limited in what i can do physically but my job has always been phone sales and support.

i feel the partners are not acting fairly in my situation. i invested my life savings when we started approx. 220,000 dollars. they want to buy me out at that same number over 10 years.
our partnership agreement states that majority rules and if the dissenting partner chooses legal action all costs are paid by the losing party.
where do you think i stand on this issue?
thanks
brian
 
thank you

thanks for the response. the business is valued at next to nothing so a buyout is based on that. the company has a SBA loan that is about 650000 dollars. the value of inventory is about the same. that being said the company shows a net worth of about zero dollars.

the annual sales is about 1.5 million. the company is growing each year and the value will grow quickly howver they are using the current numbers to make a unappealing offer.

we have no employment contract and fla is an at-will employment state so it looks as if i am screwed at every angle.
thanks again.
brian:(
 
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