Legal Question in Business Law in Ohio

We have a partner in a corporation which we would like to buy out. The corportation is equal shares (50-50). There is an agreement in the bylaws which states that if either of party wants to sell they make an offer. The other party much must either accept the offer or agree to pay the offerer that amount.

We have made an offer and the partner will not commit.

So my question is:

If we sent them a check for the amount provided in the offer and they cash it would that be considered acceptance of our offer and the sale would be final??


Asked on 8/30/09, 10:34 pm

1 Answer from Attorneys
J. Norman Stark J. Norman Stark , Attorney, Architect

Dear Business Inquirer: DO NOT SEND ANYONE YOUR CHECK, hoping your partner will acknowledge your funds as a purchase.

It may be that your partner's failure or refusal to acknowledge your written offer is based upon an insufficient purchase price.

You should retain an Attorney to prepare and make such offer in writing, with the admonition that if it is not accepted as buyout, under the terms of your bylaws, you may seek a partition action (lawsuit) whereby a Court will make such determination ,and your partner may be liable for all of the legal costs, expenses, and court costs as well.

In such event, it may be necessary to obtain a market value appraisal of the current value of the business and your purchase price will be governed by such evaluation.

Retain counsel ASAP. Good luck. Sincerely, J. norman Stark.

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Answered on 9/05/09, 8:55 pm


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