Business Contract: Fear Losing It...Read It

business contract sole proprietor

Your Online Business Contract: Unless you Fear Losing It, You’ll Never Love to Read It

This can be a sole proprietor business contract sad story. A cautionary tale for adventurers from the land of small business. Straight Into Kill a Mockingbird, Harper Lee writes, “Until I feared I would personally lose it, I never loved to read. One will not love breathing.” After being threatened with losing her reading privileges, Scout becomes mindful of her preference to read on.

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


A sole proprietor was sued for “failing to shell out amounts due...including an accounts receivables balance of $96,397, and rental obligations well over $193,000 (together, an amount more than $289,000).” He didn’t argue 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 sole proprietor was already successfully operating two retail outlets as he was offered a deal. Manage and operate three preexisting wireless locations in different shopping malls. He was told his partner had dealership agreements using a major wireless provider. He was told his partner would manage 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 have the capacity to keep all of the remaining inventory, including phones, accessories, computers, printers, and...reason for sale software system, without charge.” He was told that he or she could draw on a line of credit that his partners would setup for him. He was receive the image.

Trouble for the Horizon

After ninety days, this experienced sole proprietor realized he had problems. Yes, his partners were able to receive the leases assigned, but he has never been given a duplicate. Yes, the stores were stocked with inventory, but he would now need to pay for this. He found that “much of your inventory was outdated, used, returned, or defective.” Yes, a credit line was set-up for him, but he now were forced to make use of it to get inventory that could be sold. Yes, his partners provided him with financial statements showing approximately $5,000 per month per store. However, when he created his own profit and loss statements, he found losses for the very same period. Within a word, a debacle. And also 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 instead of earning money, he was sliding further into debt.

Fighting For Survival

This sad tale found myself during the New York City Supreme Court with all the sole proprietor about the hook for “$116,844.92 in rent due.” He counterclaimed arguing, in part, the next:

  the Management Agreements that he’d put into “were mere agreements to agree for the reason that leases contained all of the material terms required to the transaction between the parties;”

  that as he did not receive copies in 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 mainly because they refered towards the Management Agreements, that had been merely agreements to agree and so unenforceable.

Court Hands a Deadly Blow

The Legal Court rejected the many sole proprietor’s arguments. After reviewing the business contracts, the legal court found:

  the Management Agreements were enforceable because, “explicit language...set[] forth the mutual duties owed,” the agreements failed to contain “conditions precedent” requiring outside action just before the agreements became enforceable, and “[t]he language of your...Agreements [shows]...the parties intended them to be bin
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