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  1. #61
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    May 2001
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    Default Re: Syndicate Agreement Legal Question

    Comments below!

    Quote Originally Posted by jfm View Post
    Pete we are polishing a turd here. Almost every sentence of the RYA doc is awful. I don't think any of us have the will to re-draft the whole thing!

    You have to start at 6.1.
    Why is the “if” condition included? Presumably because the triggering of this clause may never happen (e.g. the owners may simply agree to collectively sell the boat).

    Do you think the (important) word “reasonable” qualifies just “cause”, or “desire” as well? I agree, they're pointless words so I will amend accordingly.

    What precise function does the word “individual” do? I thought about this and I read it that each partner needs to be separately notified.

    In 6.2
    The “determining Party” expression is horrible and clumsy. Would "exiting Party" be an improvement?

    The second sentence imposes an obligation. By when, on what terms, and what if he doesn’t? Sorry, I don't know how to fix that.

    There is danger of dispute as to whether the important “do not wish” trigger is pulled so that should be by notice in writing. Good point, will add this.

    And anyway this should not be drafted as a matter of mere wishing but one of actually getting chequebook out and buying. Understood, will try and address this.

    I hate the “take on” expression but in any case it needs to involve D buying the share and executing a deed of adherence (in agreed form) to the syndicate agreement. When I read "take on" I didn't like it but left it in as the exiting party may just give the share (as opposed to selling it). But this is inconsistent with the other clauses so I will amend to "sell". Agree with your second point and will update accordingly.

    And so on. I have to stop there because as noted above this is a turd/Mr Sheen situation. Bjb was right. You might think I’m being pedantic but these are divorce not marriage clauses. It's very difficult for me, with very limited drafting skills, to start from scratch.

  2. #62
    Join Date
    May 2007
    Posts
    37,714

    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by BruceK View Post
    My head is starting to hurt. I'm beginning to think a boat share be restricted to a husband and wife thing. He buys it, she owns it so he better play ball. The natural order of things and all. Too complicated otherwise.
    Well said.
    I think I'm only interested in a share where the capital is not a huge amount and if the partnership falls apart one would basically walk away. The value of a boat you don't want any more is usually depressingly low. A forced sale of a boat you have a third of could easily wipe that value off the whole.

    Currently I'm in a half-baked arrangement where I bung in some time and cash towards running expenses, but own no capital in the boat. It works for us. This is coming to a natural end with no regrets either way.
    You have to take chances, but only with time and money you are happy to put down to experience.
    I'm interested in doing some sort of share, because although I could afford the whole (fairly modest TBH) gig myself, I won't be able to use it intensively.

  3. #63
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    May 2001
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    Default Re: Syndicate Agreement Legal Question

    Here's what I hope is a new and improved version (6.1 and 5.2 only, of I'm on the right track then I can do the other clauses)....

    6.1 If any Party wishes to sell his share of the Boat, he must notify each remaining party, in writing, of his wish to sell.

    6.2 Upon such notice being delivered, the remaining Party(s) shall be given the opportunity to purchase the share of the exiting Party at such price as the Parties may agree. If the remaining Party(s) wish to purchase the existing Party’s share, they must do so within 30 days. If they fail to compete the purchase within 30 days or if the remaining Party(s) do not wish to purchase the exiting Party’s share then the exiting Party shall obtain agreement by another to purchase his share.

  4. #64
    Join Date
    Sep 2011
    Posts
    2,232

    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by petem View Post
    Here's what I hope is a new and improved version (6.1 and 5.2 only, of I'm on the right track then I can do the other clauses)....

    6.1 If any Party wishes to sell his share of the Boat, he must notify each remaining party, in writing, of his wish to sell.

    6.2 Upon such notice being delivered, the remaining Party(s) shall be given the opportunity to purchase the share of the exiting Party at such price as the Parties may agree. If the remaining Party(s) wish to purchase the existing Party’s share, they must do so within 30 days. If they fail to compete the purchase within 30 days or if the remaining Party(s) do not wish to purchase the exiting Party’s share then the exiting Party shall obtain agreement by another to purchase his share.
    The initial 6.1 and 6.2 had a clause that said if the existing parties didn't want to buy the share and no buyer could be found within six months of the letter of termination, then the boat gets sold in It's entirety. I Think that was a fair clause as the terminating party could be held in limbo for a very long time and still be liable for all the costs of running the boat. However, I think things like law should be kept to professionals, just pay one to write the contract, easier and safer in the long run. (impo)

  5. #65
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    May 2001
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    Default Re: Syndicate Agreement Legal Question

    That's now in a later clause that I haven't reworded yet. Note that the original RYA agreement was supposed to be drafted by a professional but that is garbage.

  6. #66
    Join Date
    Jan 2009
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    Stratford on Avon
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    11,180

    Default Re: Syndicate Agreement Legal Question

    Sorry Pete, in today’s world be a bit cautious using “he” as the third party. You might use “they” instead?

  7. #67
    Join Date
    Sep 2011
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    2,232

    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by petem View Post
    That's now in a later clause that I haven't reworded yet. Note that the original RYA agreement was supposed to be drafted by a professional but that is garbage.
    I know what you are saying, I followed a "party" win a legal battle twice and lost it on appeal, that cost £300 Million just because of the contract wording was so crap written by "experts" . #nightmare #minefield

  8. #68
    Join Date
    Sep 2011
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    2,232

    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by rafiki_ View Post
    Sorry Pete, in today’s world be a bit cautious using “he” as the third party. You might use “they” instead?
    Valid point indeed.

  9. #69
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    May 2001
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    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by rafiki_ View Post
    Sorry Pete, in today’s world be a bit cautious using “he” as the third party. You might use “they” instead?
    Amended...

    6.1 If any Party wishes to sell his share of the Boat, they must notify each remaining party, in writing, of their wish to sell.

    6.2 Upon such notice being delivered, the remaining Party(s) shall be given the opportunity to purchase the share of the exiting Party at such price as the Parties may agree. If the remaining Party(s) wish to purchase the existing Party’s share, they must do so within 30 days. If they fail to complete the purchase within 30 days or if the remaining Party(s) do not wish to purchase the exiting Party’s share then the exiting Party shall obtain agreement by another to purchase their share.

  10. #70
    Join Date
    Oct 2010
    Location
    London no more
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    2,369

    Default Re: Syndicate Agreement Legal Question

    Quote Originally Posted by petem View Post
    That's now in a later clause that I haven't reworded yet. Note that the original RYA agreement was supposed to be drafted by a professional but that is garbage.
    Have you looked at off the shelf agreements like this one:-

    https://www.netlawman.co.uk/d/boat-sharing-agreement

    It might be a lot less work than trying to put an agreement together by committee on here.

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