eSignature Lawfulness for General Partnership Agreement in United Kingdom

How to eSign a document: eSignature lawfulness for General Partnership Agreement in United Kingdom

hey everyone Eric Rodeway five minutes with Eric this is actually five minutes and I just did a one minute video where I'm talking about a client who calls me up and he's got a business now let's dig a little bit deeper so he's got a business it's a Delaware LLC set up to do business in Nevada and the partners live in California Florida and Oregon right literally all the corners of the United States and he comes to me because he's got a problem unfortunately not enough people come to me before they have a problem and so he says you know Eric I'm having a really hard time I don't really trust my partners anymore let's pause right there that is ultimately in my opinion the beginning and the end of the whole discussion but we'll dig back in and then we'll come back around to that so I asked him I'm like okay do you have a written agreement with your partners because you apparently you know we gotta we gotta do some dispute resolution now and he says no no we never really did anything and I said okay well what are your ownership interests he goes well we're one-third one-third one-third there's three partners and I said okay so you guys are all owners you're equal I said are you all managers right because those are the people designated to run an LLC he goes yeah each of us is a manager and I said okay is it managers and have you guys ever talked about you guys are each autonomous and you can go out into the world and do your own thing on behalf of the company or are you do you have to vote either majority two out of three or unanimous all of them you have to agree he goes you know we've never really talked about it and just as an aside normally what we do especially when we're drafting a good operating agreement is we're gonna a Define how the managers work either independently pursuant to votes Etc and then B we're going to usually divide up the world into day-to-day and outside of the ordinary course of business so day to day might be entering into another transaction whereas outside the ordinary course of business might be getting a 400 000 SBA loan so my client is he tells me he says I'm going through the bank records and I see a 400 000 deposit from the SBA and then almost the next day it goes out to some random account and when I confronted one of my partners he at first said oh well don't worry about it that was something personal and my client says well hold on a second how is it personal if it's the Small Business Association the administration SBA so then he's like well yeah actually it's it's an SBA loan on behalf of the company which by the way my client's like what you went out there and I've never heard of the SBA giving loans to especially random llc's without getting personal guarantees on the owners I've just never heard of it maybe they do it it'd be news to me I asked the client to try and get me some documentation so that I can see whether he's on the hook because then that raises some really interesting issues because you can't be bound by a personal guarantee unless you actually sign it yourself so if there is one maybe someone decided on his behalf maybe it's a forgery in any case but I would definitely say that getting an SBA loan is out Society ordinary course of business it's not something you do every day you don't every day go get a giant loan almost half a million dollars okay so anyways we go back and he says again I've got all these misgivings I've got all these problems with my partners we don't have anything in writing so we're gonna have to end up relying on the Delaware LLC statute what do I do and I said well listen let's first start with this and remember what an LLC is it's a type of business that's not that old it's about 50 years old and it was created by marrying the concepts of a partnership with the concepts of a corporation so let's talk about those so the concepts of a corporation the main one is limited liability what that means is that the investors the owners all that they put at risk is what they put into the company so if the business burns down and they lose all their money all they're going to lose is what's in the business and the creditors of the business can't then pursue the owners individually if I own shares in a publicly traded Corporation me little old Eric and that company goes out of business the creditors aren't going to come after me because of limited liability now on the other side partnership the whole idea of a partnership and under partnership law is fiduciary duties meaning that we owe a duty to each other and the easiest way that I like to think about it is it's a marriage all right so you shouldn't be cheating on each other you shouldn't be lying to each other you shouldn't have secret bank accounts right and essentially if you were married and you found out that your spouse was cheating on you or you found out that they had secret bank accounts and they're taking out big loans without telling you that would lead to problems right just like it would in a marriage it would lead to a problem in a partnership and so in the in the partnership we've got the fiduciary duties of Duty of care and duty of loyalty so combine those together limited liability fiduciary duties I said to my client if you can't trust them then you have to answer a question for yourself can you live with it and stay in this unhappy marriage or should we get out all right guys thanks a lot five minutes with Eric