After a while, you become disenchanted. It's only the bank's continuing willingness to lend that is keeping the business ticking over. And you've begun to feel that your partner's not pulling his weight. You think you're putting in more hard graft than he is and you begin to resent the fact that he keeps telling you and everyone else that in fact he's the one carrying you. You think, too, that he's sticking his head in the sand about the mounting bank debt and that there's a reckoning coming. But most importantly, you have different views about how to take the business to the next level. He seems happy to chug along, doesn't see why things need to change, how change could be good. But you have real, exciting ideas about how you could do things differerently. You try to get your partner to listen to you but he just won't.
Finally then, you decide that you'll have to dissolve the partnership and set up on your own. You approach your partner and tell him your plans. At first, he tries to talk you out of it. He tells you he'll change. He says the business is doing fine. Then he says he sees it does need to change and he'll listen to some of your ideas. He says you've been friends for years and asks how you can do this. Then he says you'll never make it on your own. He says he won't have you back when you come crawling.
You say you've made your mind up. But, you say, you'd like to do things amicably. That'd be best for both of you. You recognise that you've both contributed over the years to the success of the company. So, you suggest a fair way of splitting the company's assets to reflect that so that you can both move on.
Your partner, however, is very upset. His feelings are hurt. He is worried about how you leaving might affect the viability of the business. He is angry that others will think the business isn't doing well and that his reputation with friends, neighbours and peers will suffer. So. He tells you you can bugger off. He says that he doesn't care whether the two of you both contributed to the success of the company over the years. He says that if you're leaving, fine. You're leaving. But you can forget about getting a "fair share" of the company's assets. You think that's really unfair. You are also pretty sure he's bluffing and trying a last gasp shot at frightening you into staying. However, you reluctantly accept that he's right. The assets do belong to the company, as a matter of strict law. If that's really how he wants to play things, then he can. He can force you to leave without giving you a penny. But, you point out, there are two sides to that coin. If as a matter of strict law all the assets belong to the company, then so does the debt. You say you'd be perfectly willing to agree, as part of the dissolution, to keep paying him a sum every month to help him out with the interest the company has to pay the bank. But you don't have to. You're not legally obliged to do so and, on any reasonable view, if he's going to shaft you like this you're not morally obliged to do so either. It was the company that signed the loan agreement, not you. You didn't give a personal guarantee. As far as the bank is concerned, the debt is due by the company and you're not under any obligation to pay it. The bank isn't going to want to get involved in the hassle of splitting the debt between you anyway. It isn't interested in getting something from the company and something from you. It expects the company to pay, in full, and that's an end to it. So. You tell your partner that you're still willing to help him out if he'll be fair with you but, if he isn't going to treat you reasonably, you won't be paying him anything.
The next day you go to the bank, seeking a loan for your new venture. The bank is looking for good new business prospects in which to invest. You explain that you are setting up your own company. You have a list of customers, a range of skills, experience and knowledge, a reputation in the industry, enthusiasm and a history of success as part of the company. You also have a large house that you can offer as security for any loan. Finally, you explain that have no other debt, at all, due to the circumstances in which you left the company.
The bank considers things and sees an excellent, compelling, debt-free business proposition that looks a very sound investment indeed. It perfectly understands why you are not paying your ex-partner in respect of the company's debt. Indeed, the manager says he'd have thought you a bit of a soft touch, lacking in business acumen and an appreciation of your negotiating strength, if you had agreed to pay anything. You get the loan. It's the start of what turns out to be a long and mutually rewarding relationship with the bank.
Your partner does ok too. He fairly quickly sees that you've made your decision and he's too late to change your mind. He gets over his hurt and sees that there's no sense in falling out. You very quickly patch up your relationship. You come to a deal on the company's property and you set up a standing order to the company to go towards what it has to pay the bank. When your friend can't do a job he'll refer the customer to you and you do the same. Sometimes you work together on bigger jobs. Sometimes you compete for smaller ones. You are each able to build up specialisms in the particular areas of the industry that you find most enjoyable and judge likely to be the most lucrative. You both do well and get on far better than you did when you were working in the hothouse of the one company. You end up far happier and more relaxed in each other's company than you could ever have imagined.
Sometimes, a friend will ask how the two of you met. When they do, you laugh and say "We used to work together".
No comments:
Post a Comment