Outgoing Director share transfer stitch up!?

[rallye101]

Help please,

The scenario is that I am buying out a director and had an email this morning stating:

''Good morning $££$"

Following my meeting with R$£ this morning I confirm that on receipt of the sum of £X000 ( X thousand pounds) I will transfer my remaining 10 shares in the company to you and XXX in equal amounts. This amount will cover any outstanding expenses and consideration for the shares. In the meantime I have today signed the transfer for 23 shares and have resigned from the company.

Yours sincerely '''

Myself and XXX replied and accepted his terms straight away, I have now just heard from another shareholder that he has changed his mind and now wants a 1/3 more for his shares, can I press him on the fact that the mail exchange going back and forth constitutes a binding contract or as no signatures were exchanged am I now right up the creek!?

It's only for relative peanuts but in my mind a deal is a deal at the end of the day..

Edited by rallye101 on Wednesday 2nd October 09:30

[Mr Pointy]

Obviously you need proper advice but this caught my eye yesterday:
https://www.theregister.co.uk/2019/09/30/email_sig...

[BlackTails]

Yes, you can force him to abide by the deal. From what you've said there is a legally binding contract that is capable of being enforced.

However, the cost of doing so is likely to outweigh the additional money that he is asking for, if what is at stake is peanuts.

[Marcellus]

Offer + acceptance for something legal where consideration it to be exchanged = enforceable contract.

Whether you wish to go legal is another question and depends on the ££££ involved.

[StevieBee]

I take it that you have only 'heard' this is the case from another shareholder. And that this shareholder - being 'another' is not one of the recipients of the departing Director's shares.

Either way, until the departing Director revises his offer and advises this directly to you then the original agreement stands and as mentioned, the email can be used as a binding contracted agreement although he can of course decide not to sell.

What procedure is set out in the shareholder agreement?

[rallye101]

StevieBee said:

I take it that you have only 'heard' this is the case from another shareholder. And that this shareholder - being 'another' is not one of the recipients of the departing Director's shares.

Either way, until the departing Director revises his offer and advises this directly to you then the original agreement stands and as mentioned, the email can be used as a binding contracted agreement although he can of course decide not to sell.

What procedure is set out in the shareholder agreement?

Yes,it was just a phone call between the two, the majority has copied me into a private email sent to the MS last night which was rather fruity to say the least and MS has now emailed me back this morning sticking to the original offer, result!

As another poster pointed out, going down the legal route would have been too costly to even think about...Cheers for all your thoughts..