Hello everyone, I was recently approached by a smaller specialized stock agency after they came across my site on the internet. I replied with an interest and they have sent me a contract but there was one section I really did not understand, it is as follows:
"A. A certain Agreement dated ______________, 20___ (the “Agreement”), has been, or will be,
entered into by and between STOCK AGENCY and ________________________________, an
__________?_____________, as CONTRIBUTOR; and
B. STOCK AGENCY requires, as a condition to entering the Agreement, that
______?_______[Name of one or more guarantors]______________?_____________ (AGuarantor")
guarantees the performance of the obligations of the CONTRIBUTOR under the Agreement; and
C. Guarantor is desirous that STOCK AGENCY enter into the Agreement with CONTRIBUTOR."
I have added the question marks above in the fields I am confused about. Obviously the date goes on the first line, and my name goes on the second, but what about the "an _______________, as CONTRIBUTOR;" line? and also the "___________[Name of one or more guarantors]" and "________________(AGuarantor")" lines? Any help would be greatly appreciated. Thanks!
I urge you to take the agreement to a commercial attorney in your state for a half hour of legal advice. I can partially answer your questions, but the nature of your questions suggests you are new to the wonderful world of adhesion contracts. Get some professional advice.
The first question mark is for you to tell the Stock Agency if you business is a proprietorship, a partnership, a corporation, a limited liability company or something else. For most of us, the answer is "a sole proprietorship," but YMMV.
The second question is one of the land mine variety; i.e., it can blow up in your face if you answer it wrong. If the Contributor isn't a sole proprietorship, the Stock Agency wants recourse against the owners of Contributor and wants personal guaranties. The owners of a corporation, for example, aren't usually liable for the obligations of the corporation unless the owners agree to be liable. There's usually no good reason to offer guaranties.
Hope this helps. But talk to a local lawyer if you possibly can.
Discussion
1 replies"A. A certain Agreement dated ______________, 20___ (the “Agreement”), has been, or will be,
entered into by and between STOCK AGENCY and ________________________________, an
__________?_____________, as CONTRIBUTOR; and
B. STOCK AGENCY requires, as a condition to entering the Agreement, that
______?_______[Name of one or more guarantors]______________?_____________ (AGuarantor")
guarantees the performance of the obligations of the CONTRIBUTOR under the Agreement; and
C. Guarantor is desirous that STOCK AGENCY enter into the Agreement with CONTRIBUTOR."
I have added the question marks above in the fields I am confused about. Obviously the date goes on the first line, and my name goes on the second, but what about the "an _______________, as CONTRIBUTOR;" line? and also the "___________[Name of one or more guarantors]" and "________________(AGuarantor")" lines? Any help would be greatly appreciated. Thanks!
I urge you to take the agreement to a commercial attorney in your state for a half hour of legal advice. I can partially answer your questions, but the nature of your questions suggests you are new to the wonderful world of adhesion contracts. Get some professional advice.
The first question mark is for you to tell the Stock Agency if you business is a proprietorship, a partnership, a corporation, a limited liability company or something else. For most of us, the answer is "a sole proprietorship," but YMMV.
The second question is one of the land mine variety; i.e., it can blow up in your face if you answer it wrong. If the Contributor isn't a sole proprietorship, the Stock Agency wants recourse against the owners of Contributor and wants personal guaranties. The owners of a corporation, for example, aren't usually liable for the obligations of the corporation unless the owners agree to be liable. There's usually no good reason to offer guaranties.
Hope this helps. But talk to a local lawyer if you possibly can.