My partner and I own majority shares (45% each) of FL S-corp. Issued 100 shares of stock in 2005 for $50,000 to an investor. Investor chose not to sign buy-sell agreement, although they hold unsigned copy. They now want $50,000 back immediately. We verbally offered a monthly payback plan. They want it all now. What are their rights? What are the company's rights?

There is numerous issues at play. Generally, an oral contract is binding in the state, except for those covered by the Statute of Frauds. Issues that will need to be considered are the use of the proceeds, the circumstances of their payment and the transfer of documents, if their shares were issued- just to name a few.

Obviously, it is the most economical for you to work this out then have a very upset 45% partner or get into a lawsuit. I would suggest you consider the indented use of the proceeds and the cost of not giving the money back (either lump or a better payment plan).

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Paul K. Silverberg, Esq.