[Anonymous]

On 1/1/14, I “bought” out 1/2 of my bosses firm. We have a TIN, are registered with the Secretary of State as a partnership/LLC, and we have a firm permit from the State Board. The only problem is that I hadn’t seen the Buy/Sell agreement until September! Yup, 9 months after the fact that I forked over all of my life savings to buy something that I still don’t have a clear picture of what I’m buying. I’ve asked for financials, but nothing has been forthcoming. When I finally saw the Buy/Sell I almost had a heart attack. There is one little sentence, buried deep on the last page that says “I will maintain the employment of one employee for a period not less than 10 years.” WTF!!! In my opinion, no one is worth a 10 year contract, unless they are fully licensed and basically super CPA. This person is not.

I was already stressed out beyond belief with work that no one seems to know/or care how to do. For example, one governmental client’s information sat on a table behind my desk for eight (yup 8) months and no one touched it. I can only assume that they were waiting on my to do it. I managed to get it all done in less than 48 hours. No I didn’t sleep at all during that time, and I delivered it to the client during their monthly meeting. I was the one who took a public a$$ chewing. Now I’m not one of those women who goes through life with her skirt tucked up in her pantyhose. I like things done promptly and accurately. Getting publicly humiliated is not high on my list of priorities.

But this was evidently the straw that broke the camels back, so to speak. My health began a rapid decline. My doctor says I’m in the middle of “hypothyroid hell” which is fairly unheard of since I have do not have a thyroid thanks to thyroid cancer. I’m depressed. I can’t sleep. I can’t think clearly. I hurt everywhere and I have this constant “buzzing” all over my body as if I’m running a marathon, but my brain has the parking break on. I’m a freaking mess. My doctor is treating the symptoms but there isn’t anything to do but wait until my TSH reaches a normal level. A healthy person has a TSH of less than 5. Mine is currently 42.15. That’s not good no matter how you look at it.

So my questions to everyone are:

Did we have a partnership?

Am I entitled to 1/2 of last years profits?

Can I get my money back?

What is the state board going to do?

I have a building of my own that is 95% complete. Should I just go get my license off the wall and start from scratch?

I have 4 clients, my favorites by the way, who have told me they are going where I go. Is this unethical?

Any help or insight is greatly appreciated. Oh and did I mention that I feel like a freaking fool! Because, yeah, I do!

[mla1169]

Oh man (a) I was wondering where you've been but it's busy season for you and (b) what on God's green earth is he thinking????? If I know you, you've got written proof of asking for the buy/sell so I'd march that baby to an attorney pronto! I'm guessing when you've got that much money on the line you're in a position to counter ANY contract and if for nothing else you need to be able to add some terminable conditions to that little gem on the last page, or strike it out all together. You've given too much to just walk away so turn it over to a legal professional and focus on your health.

I may be at your doorstep in the next 5 days if we really keep getting snow up here and they don't want to deal with the ragin Cajun and her damn Yankee pal.

FAR- 77
AUD -49, 71, 84
REG -56,75!
BEC -75

Massachusetts CPA (non reporting) since 3/12.

[ScarletKnightCPA]

How did you verbally agree to a contract that was not provided or communicated to you regarding the terms?

Did you agree and then they wrote up the agreement and didn't give it to you?

Are you actually a general partner, or did you just purchase right to profit interest in the firm like being a limited partner?

As far as I know, buying a security interest in a partnership does not necessarily require a signed contract.

Regarding ethics of taking away clients, it's only unethical if you start your own side business while still working there because that is violating fiduciary duties. Leaving and starting your own competing firm and taking away clients is not unethical.

Sounds like a big mess. I'm interested in hearing how it plays out though, keep us posted.

Far: 76 (Wiley Test Bank)
Aud: 77 (Wiley Test Bank)
Reg: 61, 76 (Wiley book, Wiley Test Bank)
Bec: 86 (Wiley Test Bank)

MBA in progress

[tomq04]

I'm still interested in hearing more to the story.

REG- (1) 76
FAR- (2) 64, (5)74, (7)83 (Over achiever!)
AUD- (3) 70, (4) 75
BEC- (6) 75

[Anonymous]

Well, today things finally came to a conclusion. He did write me a check for the amount I paid him up front. So at least I know I won't starve. I got my license and my diploma's off the wall, collected my personal belongings and left my key on the desk. He really didn't seem to care one way or another. In the end it all worked out. I feel like a ton of bricks has been lifted off of my shoulders. I told him that the clients I brought into the firm, I was taking with me. He said “You can have them. They really weren't worth my time anyway.” WTF! Maybe I'm weird but EVERY CLIENT IS WORTH MY TIME! No matter how much I can bill them. I was under the impression that a CPA was there to help their clients, not just collect a check.

So I've sent in the application for my own firm permit and the State board was kind enough to take my name off of his. I have my PTIN, and my EIN (even though I have no employees, I still needed it). I now have clients that understand that a person's health is priceless and that makes me want to work harder for them.

I did speak with an attorney about the partnership profit for last year. He said that since the Secretary of State said we had a partnership, then we had a partnership. I could sue to collect my half of the profit for last year, but right now, my thinking is that if he can live with it, then I can certainly live without it. Louisiana has some strange laws and a verbal agreement is a binding agreement, but you can't change that agreement after the fact, which is what he did. I just don't see any amount of money being worth the stress of dealing with lawyers and the court system. I've got my $75K. I'm happy. I feel better than I have in months and I've got some really beautiful artwork hanging on my wall.

There is a lesson in all of this… DO NOT AGREE TO ANYTHING UNTIL YOU SEE IT IN WRITING AND MAKE DAMN SURE THERE IS A SET OF FINANCIALS TO GO WITH IT.

[Skynet]

Hello Kricket. Glad that it somehow worked out however you should make sure that the check don't actually bounce. I haven't been back to LA since I was 12, but the state do seem to have a lot of weird and strange which I don't miss. SoCal, now that is a bigger heachache.

[ScarletKnightCPA]

I'm not sure how he took your money and didn't give you your share of profits. It sounds like fraud.

Far: 76 (Wiley Test Bank)
Aud: 77 (Wiley Test Bank)
Reg: 61, 76 (Wiley book, Wiley Test Bank)
Bec: 86 (Wiley Test Bank)

MBA in progress

[Anonymous]

Luckily my money was sitting in an escrow account so no worries with the check bouncing. Now it is safely tucked away in municipal bonds earning interest. I don't think he was planning on perpetrating a fraud. I think he was just trying to secure his daughters future but I've got my own family to think of.

[Anonymous]

So in the end…things did work out. 🙂

[Anonymous]

It sounds like the situation went as smoothly as it could have.

Louisiana does have a different legal system. It's based on civil law whereas the rest of the US is common law. It's because of the strong French influence.

Just to let everyone here know:

A CONTRACT MAY BE FORMED VERBALLY WHEREVER YOU ARE. A signature is NOT a required component in the formation of a valid contract.

Sorry for the caps, I just saw a lot of bad advice on here.

[ScarletKnightCPA]

Yeah I was a little bit surprised by all the people saying that there is no contract unless it is signed. Umm Business law and regulation exam guys? Oral contracts are perfectly acceptable (with exception from statute of frauds), the problem is that it's hard to prove what someone agreed to

Far: 76 (Wiley Test Bank)
Aud: 77 (Wiley Test Bank)
Reg: 61, 76 (Wiley book, Wiley Test Bank)
Bec: 86 (Wiley Test Bank)

MBA in progress

[san4596]

Kricket – I'm glad to hear things somewhat turned out fine. You will do great as your own business owner. Louisiana does have a funky legal system, and we here in Texas would love to take you in. 😉

Either way, your business will prosper with a little advertising, community involvement, and local cpa chapter participation. Best wishes to your endeavors!

CPA EXAM: DONE!!!!
Ethics Course: Passed
Application Mailed: 3/16/15
Professional Conduct Exam: 97
Certification Date: 4/2/15!!!

[fuzyfro89]

Hopefully you run into a good problem of too much work to handle by yourself and are forced into hiring some people!

Good luck

[Mamabear]

I am so sorry you had to go ththis Kricket. I am glad you got your money back. I hope your new business works out well for you.

CPA Exam - Finally DONE (November 2014)
BEC (08/10/13) 80
AUD (08/24/13) 65 (11/13/13) 85
FAR (04/12/14) 81
REG (07/19/14) 69 (11/29/14) 87!!

[Anonymous]

I've been watching this thread some, and glad to hear it was all resolved. Losing the profits does suck, but overall it sounds like you dodged a bullet…and at least you've got some loyal clients coming with you. Good luck in the future!

[zieba]

I was reading an info graphic on the pharmaceutical industry a while back. I was surprised to learn that Levothyroxine (a/k/a Synthroid, a/k/a T4 hormone) was the number one (or number two maybe?) prescribed medication by volume…isn't that crazy?

There are more people suffering from hashis/graves out there than you'd think. I know someone as well.

AUD - 75*, 88 done 5/14! (*exp)
BEC - 74 , 77
REG - 65 , 76 (10 point combooo!!)
FAR - 69 , 75

Dr: perseverance
Dr: intelligence
Dr: luck
. Cr: . advisory score

[Author]

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