Business Contract: Fear Losing It...Read It
  • business contract sole proprietor

    Your Organization Contract: Before you Fear Losing It, You’ll Never Desire to Read It

    It is a sole proprietor business contract sad story. A cautionary tale for adventurers during the land of independent business. In To Kill a Mockingbird, Harper Lee writes, “Until I feared I might lose it, I never loved to read through. One is not going to love breathing.” After being threatened with losing her reading privileges, Scout becomes mindful of her desire to continue reading.

    I’m not certain if the sole proprietor ever learned to love reading business contracts. But he had 300,000 reasons to.


    A sole proprietor was sued for “failing to pay for amounts due...including an accounts receivables balance of $96,397, and rental obligations in excess of $193,000 (together, an amount in excess of $289,000).” He didn’t believe that he’d paid. Instead, he took the highroad and counter-sued. What gave him the confidence?

    Successful Sole Proprietor's business contract Contract

    A seasoned wireless telecommunications retailer, the only proprietor was already successfully operating two stores as he was offered an arrangement. Manage and operate three preexisting wireless locations in several shopping malls. He was told his partner had dealership agreements with a major wireless provider. He was told his partner would take care of securing the leases. He was told each store was already clearing at the least $5,000 in net profit each month. He was told he “would be able to keep every one of the left over inventory, including phones, accessories, computers, printers, and...reason for sale software system, without charge.” He was told that he or she could draw with a credit line that his partners would set up for him. He was obtain the image.

    Trouble about the Horizon

    After ninety days, this experienced sole proprietor realized he had problems. Yes, his partners could obtain the leases assigned, but he has never been given a copy. Yes, the stores were stocked with inventory, but he would now pay for doing it. He learned that “much of the inventory was outdated, used, returned, or defective.” Yes, a credit line was set-up for him, but he now needed to utilize it to buy inventory that may be sold. Yes, his partners provided him with financial statements showing approximately $5,000 per month per store. However, if he created his own profit and loss statements, he found losses for a similar period. In a very word, a debacle. Plus the fat commissions and profits he thought he’d be making? Nonexistent. Worse, his partners were “offsetting the outstanding balance on his credit line against commissions and residual payments.” So rather than earning money, he was sliding further into debt.

    Fighting For Survival

    This sad tale wound up in the The Big Apple Supreme Court along with the sole proprietor about the hook for “$116,844.92 in rent due.” He counterclaimed arguing, to some extent, the following:

      the Management Agreements that he’d entered into “were mere agreements to agree as the leases contained all of the material terms essential to the transaction in between the parties;”

      that while he did not receive copies from the leases before he signed the Management Agreements, the agreements lacked key terms, were vague, indefinite, and unenforceable;

      the Personal Guarantees that he’d signed were unenforceable given that they refered towards the Management Agreements, that have been merely agreements to agree and so unenforceable.

    Court Hands a Deadly Blow

    The Court rejected the many sole proprietor’s arguments. After reviewing the company contracts, the Court found:

      the Management Agreements were enforceable because, “explicit language...set[] forth the mutual duties owed,” the agreements did not contain “conditions precedent” requiring outside action ahead of the agreements became enforceable, and “[t]he language of the...Agreements [shows]...the parties intended these to be binding;”

      the only proprietor h

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