Sale Contract

[jhop]

Ok, so my parents are selling their shares in their comapany. Their partner is buying them out. Who gets to instruct the lawyers to write up the sale contract? is it the person buying, or the person selling.

The argument at home is that the parents own the shares, so they have to get it written, and that the partner is getting a contract written up to sell something that he doesn't own.

How does this 'usually' work. Or can it be done either way?

[Jimma]

Um, whose lawyer is it? If it's your parents' lawyer, let them instruct him on what to write. If it's the business partner's lawyer, let him instruct. If the partner gives your parents a contract, they can show it to their lawyer to review and then discuss changes that should be made.

If the lawyer has done the business' work in the past, then he can't help out both parties - and the parties would be stupid to want that anyway. Where abouts are you? What kind of business is this and how much is it worth?

Edit: Don't rely on what I said, it's not legal advice.

[jhop]

Well, here's the thing.
I am in Ireland, my parents are in Scottland, and the Business and the partner are in Queensland.

The lawyer is the company lawyer. This is, I think the key to the problem really. The plan was to get the company to pay for it, so my parents arn't out of pocket (it will leave the company with less money, devalue the company, but the partner is getting the company, and he is very keen to buy)

I am not sure how a company can arrange to sell itself, that sounds a bit wrong to me.

I fear they really need lawyers at 50 paces, there is a general lack of trust in the relationship.

But the key point of the argument I need to win ( :D ) is that either side can write up the transaction, it doesn't really matter. Is that right? Does the wording change depending on who's point of view it is written from (from 'I agree to sell, to I offer to buy) Or is it a neutral 'A and B agree that it will be sold for C'

[Jimma]

The business wouldn't be employing the lawyer. Since he's keen to buy, the other partner can. Also, your parents need another lawyer to look over it once he's done that. They can't just assume it will be what they want and sign it.

[Sagacious]

But the key point of the argument I need to win ( :D ) is that either side can write up the transaction, it doesn't really matter. Is that right? Does the wording change depending on who's point of view it is written from (from 'I agree to sell, to I offer to buy) Or is it a neutral 'A and B agree that it will be sold for C'

I am a lawyer in Queensland and we deal with business sales and purchases all the time.

Sometimes we get instructions from the purchaser to draw up the buy/sell agreement which we or they then submit to the seller for review by them and/or their own lawyers. When we do this we write in all the protections and 'escape clauses' for the buyer.

Sometimes we get instructions from the seller in which case we do the buy/sell agreement which we or they then submit to the buyer for review by them and/or their lawyers. When we do this we write in all the teeth for the seller to keep the buyer on the hook etc.

but what we draw in reality are only offers until all parties agree on the terms. When everyone agrees then it is an agreement and stands as a contract (another word for agreement).

In all cases the language is as neutral as possible.

[SmaSheD_CoW]

Your parents should assume that the business lawyer is looking out for the purchasing partner's interests, and hire their own lawyer to review the contract for them.

As Sagacious said, drawing up the agreement is essentially a negotiation process - both sides will be arguing for the inclusion of clauses that protect their own interests, so generally speaking, both sides need their own lawyer.