Upgrad LLM

request expert opinion....intersting case...cuts both ways.


Respected Learned Members ,

I am putting forth my case for your analysis and expert opinion.

MY WIFE AND I PURCHASED A SICK INDUSTRIAL UNIT IN 2007.

WE GOT  THE SAME ALLOTED IN NAME OF OUR FIRM  " GKA" AND NECESSARY ALLOTMENT WAS ISSUED BY THE INDL. AREA DEVELOPMENT AUTHORITY.

I HAVE ANOTHER  PARTNERSHIP FIRM " AM " , WHERE THER ARE THREE PARTNERS ( ME 25 % , MY FATHER 25 %  AND A WORKING PARTNER 50% ).....THIS FIRM  WAS LOOKING FOR A SUITABLE UNIT TO START SOME MANUFACTURING ACTIVITIES.

SO IN 2008 , I DECIDED TO SELL THE UNIT  " GKA " ( ACQUIRED BY ME AND MY WIFE ) TO MY OTHER UNIT " AM " FOR  A CONSIDERATION  OF 20 LACS....WITH NO OBJECTION FROM MY WIFE.

AGREEMENT FOR SALE WAS SIGNED BETWEEN  " GK " AND  "AM"  AND I REQUESTED THE INDUSTRIAL AUTHORITIES TO MAKE FRESH ALLOTMENT IN  NAME OF " AM " .

SINCE 2008 , THE FIRM " AM " HAS NOT MADE FULL PAYMENT AND THEY HAVE OCCUPIED THE UNIT AND  THEY ARE SAYING THAT THEY CANNOT MAKE PAYMENT , SO THEY WILL  SELL THE PROPERTY AND REALISE THE AMOUNT ( MUCH HIGHER THAN WHAT I SOLD ) AND THEN PAY " GKA " THE BALANCE DUES.

MY FATHER IS SIDING THE WORKING PARTNER AND BOTH TOGETHER ARE HOLDING 75 % SHARE.

I AM REPEATEDLY ASKING THEM TO GIVE ME MY UNIT BACK IF THEY ARE UNABLE TO PAY , BUT THEY ARE SAYING THEY WILL NOT DO SO.

MEANWHILE , THE INDL. AUTHORITIES HAVE PREPARED THE LEASE DEED , IN NAME OF " AM " WHICH THEY WANT ME TO EXECUTE AND I AM DELAYING.

#  SHOULD I EXECUTE THE LEASE DEED IN FAVOUR OF " AM ".

#  IN AGREEMENT OF SALE , I HAVE MENTIONED " RIGHT TO REVISE  THE SALE PRICE IF AMOUNT IS NOT PAID WITHIN SPECIFIED PERIOD"  ....HOW CAN I EXERCISE THIS RIGHT....AS IN THE EYES OF INDL. AUTHORITY  , THEY DO NOT RECOGNISE THIS SALE.

#  THEY ARE PAYING ME INTEREST IN CASH FOR THE BALANCE UNPAID AMOUNT ...BUT I WANT THEM TO RETURN THE UNIT WHICH THEY ARE NOT DOING.....MY FATHER IS ALSO SIDING THE WORKING PARTNER.

#  IF I EXECUTE THIS " LEASE DEED " SIGNED AND EXECUTED ONLY BY ME , CAN ANY OF THE OTHER PARTNERS  OFFER IT AS COLLATERAL TO THE BANK or  SELL THE PROPERTY  BY AVAILING DUPLICATE COPY OF THE LEASE DEED.

#  I HAVE  MANY  EVIDENCE THAT THE WORKING PARTNER  ( HAVING 50 % SHARE ) HAS INDULGED IN ILLEGAL ACTIVITIES IN MY FIRM " AM ".....CAN I PRESSURISE HIM BY REVEALING ALL THIS TO THE BANK.....WHAT IF THE LIABILITY OF THE WORKING PARTNER ....CAN HIS  CAPITAL BE DEBITTED FOR THE LOSSES INCURRED DUE TO HIS ILLEGAL ACTIVITIES AND PENALTY LEVIED ON THE FIRM or ARE ALL PARTNERS EQUALLY LIABLE .

#  I WANT THAT THEY GIVE MY FACTORY BACK TO ME AND REDUCE MY CAPITAL TO THE EXTENT OF MONEY PAID TO ME.

#  SALE DEED HAS NOT BEEN  EXECUTED BETWEEN "GKA"  AND "AM" .... CAN IT STILL BE CONSIDERED AS A COMPLETED SALE.

#  IF I RESIGN AS PARTNER FROM "GKA"  , CAN MY WIFE FILE A CRIMIAL CASE AGAINST "AM"  AND ALL 3 PARTNERS INCLUDING ME , ASKING FOR RETURN OF UNIT AS MONEY IS NOT PAID TO HER FIRM .

PLEASE GUIDE ME AS I AM IN LOT OF TENSION.

KIND REGARDS,

BHATTA

 
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BE/ LLM in Corporate Laws

So many things have been mixed up that it is diffcult to make head & tail out of it. So first things first.

You say you have sold the unit to another Firm(Its immaterial that you are a partner in both of them) and the other Firm has not yet paid the sale consideration in full to you. Now :-

a. What were the payment terms in the Sale Agreement?

b. Was there any clause that if the full payment is not received by this & this date, the deal will stand as cancelled?

We have to sort one thread at a time to come to some conclusion.

 
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