Hi... hopefully someone can advise.. may sound complex but not...
Three individuals purchase 80% share in existing CC. 60% +10% +10%. The majority shareholder (60%) who paid the full 80% purchase price was abroad when sale agreement was signed. It was agreed by all (3 new shareholders, existing 20% shareholder) to update all admin, legal, contracts etc when majority shareholder returned to SA few months later. Company continued to trade when new &existing owners in interim - one shareholder in SA being proxy for abroad member. As no agreements in place yet, we make decisions & agree/disagree as a collective.
Before he returns, he passes away suddenly... no will... no shareholders agreements etc.
so... estranged family execute estate & sadly (for his sake) inherit all his assets...
a) Can the 60% owned estate just come in and make calls without vote/discussion with other owners?
b) Can they over-ride verbal agreements the four original owners made prior to the death?
Basically, as none of the legal admin was processed in according with the clauses & deadlines set out in our purchase agreement by the existing owner, the estate have automatically cancelled our share purchase agreement and demanded the monies back from the existing owner as they say purchase agreement is in breach by existing owner.
They did this without consulting the other two 10% shareholders of their intentions to cancel the agreement that represents all three of us and furthermore they are aware we collectively decided prior to death to wait until he returned to SA to formalise legal side. So they are aware we verbally agreed to put aside the agreement clause deadlines.
The estate has just seen an opportunity to make lots more money and has gone for the gap. But can they?
Help please sir... madam.... (,")