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    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 7:54 PM
    • 166Posts
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    todayisagreatday
    Forcing other half to sell
    • #1
    • 8th Aug 18, 7:54 PM
    Forcing other half to sell 8th Aug 18 at 7:54 PM
    I'm asking this on behalf of a close friend.

    She jointly owns a pub with her boyfriend. She bought half with cash and he has a mortgage. Their relationship has broken down and she would like to buy him out. He cannot afford to buy her out. He will not sell it to her unless she pays him double the valuation price the estate agents have valued it at. There has been viewings on it for X amount and a definite interested party but my friend wants to buy it and is really struggling to come to terms with selling it and felt like she was forced. She would even pay slightly more than the full asking price however her boyfriend will only let her buy him out for double the asking price.

    In essence, he doesn't want her to have it. He will agree to sell to anyone else for the asking price but not my friend. Kind of like he can't afford it so will make sure she can't buy it either.

    Is there any way of forcing him to sell to her?

    Any help or advice really appreciated.
Page 1
    • Thrugelmir
    • By Thrugelmir 8th Aug 18, 7:58 PM
    • 60,040 Posts
    • 53,392 Thanks
    Thrugelmir
    • #2
    • 8th Aug 18, 7:58 PM
    • #2
    • 8th Aug 18, 7:58 PM
    What's the valuation for? The property alone. Presumably the business has a value too. If it's a going concern.
    Financial disasters happen when the last person who can remember what went wrong last time has left the building.
    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 8:01 PM
    • 166 Posts
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    todayisagreatday
    • #3
    • 8th Aug 18, 8:01 PM
    • #3
    • 8th Aug 18, 8:01 PM
    What's the valuation for? The property alone. Presumably the business has a value too. If it's a going concern.
    Originally posted by Thrugelmir

    It's a commercial estate agents for the pub, which has living accommodation above. It's currently trading.
    • pramsay13
    • By pramsay13 8th Aug 18, 8:01 PM
    • 509 Posts
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    pramsay13
    • #4
    • 8th Aug 18, 8:01 PM
    • #4
    • 8th Aug 18, 8:01 PM
    You could offer to buy it and then sell it to your friend for the same price.
    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 8:04 PM
    • 166 Posts
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    todayisagreatday
    • #5
    • 8th Aug 18, 8:04 PM
    • #5
    • 8th Aug 18, 8:04 PM
    You could offer to buy it and then sell it to your friend for the same price.
    Originally posted by pramsay13

    Not in a position just bought a house myself and financially not able to. That's one thing I've suggested is approaching other friends or someone that could afford it and her buy from them. Trouble is over the time they have known one another boyfriend knows her friends and family so is likely to block the sale of he thinks it is someone who is going to then sell to her. It's very spiteful but I don't know what the way round it would be.
    • ViolaLass
    • By ViolaLass 8th Aug 18, 8:15 PM
    • 5,439 Posts
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    ViolaLass
    • #6
    • 8th Aug 18, 8:15 PM
    • #6
    • 8th Aug 18, 8:15 PM
    Does he really want to sell?

    If so, she could refuse to sell her half to anyone. He'd have to come round eventually, if he /needs/ to sell.
    • LilElvis
    • By LilElvis 8th Aug 18, 8:21 PM
    • 3,860 Posts
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    LilElvis
    • #7
    • 8th Aug 18, 8:21 PM
    • #7
    • 8th Aug 18, 8:21 PM
    She could form her own limited company and have that entity purchase the pub from the both of them.
    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 8:40 PM
    • 166 Posts
    • 104 Thanks
    todayisagreatday
    • #8
    • 8th Aug 18, 8:40 PM
    • #8
    • 8th Aug 18, 8:40 PM
    Does he really want to sell?

    If so, she could refuse to sell her half to anyone. He'd have to come round eventually, if he /needs/ to sell.
    Originally posted by ViolaLass
    Well perhaps this is part of the problem, he wants to keep it OR sell to someone who isn't my friend. It's like he can't accept that she could afford it and donitnoj her own so is demanding double the value to let her do it or see it sold. He knows she doesn't want to sell it so is playing thr game. He is stubborn but they can't go on together trying to run a business and live together. It's just not working.

    It's frustrating as he could walk away with the money more than the asking price but he doesn't want to see her run it so would prevent her from buying it.
    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 8:42 PM
    • 166 Posts
    • 104 Thanks
    todayisagreatday
    • #9
    • 8th Aug 18, 8:42 PM
    • #9
    • 8th Aug 18, 8:42 PM
    She could form her own limited company and have that entity purchase the pub from the both of them.
    Originally posted by LilElvis
    Sorry, idiot question but can you explain more? I need to try and understand it so I can explain to her and she can take forward.
    • TBagpuss
    • By TBagpuss 8th Aug 18, 9:08 PM
    • 6,841 Posts
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    TBagpuss
    Ultimately it would be possible for her to apply to the court for an order for sale it would be difficult for him to justify blocking a sale, if she s willing to may as much (or a little above what any 3rd party buyer is offering.
    It may be worth her speaking to a litigation solicitor who deals with 'TOLATA' cases.

    Buying through a company might work she would set up a company, the company would then buy the property. So the offer the estate agents would get would be from 'Smith Ltd' or whatever the company is called.
    • Comms69
    • By Comms69 8th Aug 18, 9:15 PM
    • 4,903 Posts
    • 4,923 Thanks
    Comms69
    I'm asking this on behalf of a close friend.

    She jointly owns a pub with her boyfriend. She bought half with cash and he has a mortgage. Their relationship has broken down and she would like to buy him out. He cannot afford to buy her out. He will not sell it to her unless she pays him double the valuation price the estate agents have valued it at. There has been viewings on it for X amount and a definite interested party but my friend wants to buy it and is really struggling to come to terms with selling it and felt like she was forced. She would even pay slightly more than the full asking price however her boyfriend will only let her buy him out for double the asking price.

    In essence, he doesn't want her to have it. He will agree to sell to anyone else for the asking price but not my friend. Kind of like he can't afford it so will make sure she can't buy it either.

    Is there any way of forcing him to sell to her?

    Any help or advice really appreciated.
    Originally posted by todayisagreatday
    Absolutely no way to force a sale to her.

    He is entitled to keep the asset as long as he wishes.

    Now she could force a sale to him or another party; because she has a right to liquidate assets, but that would be her 50%
    • Comms69
    • By Comms69 8th Aug 18, 9:16 PM
    • 4,903 Posts
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    Comms69
    Ultimately it would be possible for her to apply to the court for an order for sale it would be difficult for him to justify blocking a sale, if she s willing to may as much (or a little above what any 3rd party buyer is offering.
    It may be worth her speaking to a litigation solicitor who deals with 'TOLATA' cases.

    Buying through a company might work she would set up a company, the company would then buy the property. So the offer the estate agents would get would be from 'Smith Ltd' or whatever the company is called.
    Originally posted by TBagpuss
    It wouldn!!!8217;t when it!!!8217;s a commercial asset which provides an income.
    • steampowered
    • By steampowered 8th Aug 18, 9:43 PM
    • 2,885 Posts
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    steampowered
    The court can force a sale, and may well do so if the BF is just being spiteful.

    If your friend does not the risk/expense of court proceedings, then she will have to sell with the BF's approval.

    Forming a limited company is very simple - it can be done in 24 hours for minimal cost. The company could then purchase the pub. However this would be pointless if the BF knows/suspects that the company is really owned by the girlfriend, and the names of the company's initial shareholders would be a matter of public record.
    • Comms69
    • By Comms69 8th Aug 18, 10:16 PM
    • 4,903 Posts
    • 4,923 Thanks
    Comms69
    The court can force a sale, and may well do so if the BF is just being spiteful.

    If your friend does not the risk/expense of court proceedings, then she will have to sell with the BF's approval.

    Forming a limited company is very simple - it can be done in 24 hours for minimal cost. The company could then purchase the pub. However this would be pointless if the BF knows/suspects that the company is really owned by the girlfriend, and the names of the company's initial shareholders would be a matter of public record.
    Originally posted by steampowered
    In a commercial property?...
    • todayisagreatday
    • By todayisagreatday 8th Aug 18, 10:39 PM
    • 166 Posts
    • 104 Thanks
    todayisagreatday
    The court can force a sale, and may well do so if the BF is just being spiteful.

    If your friend does not the risk/expense of court proceedings, then she will have to sell with the BF's approval.

    Forming a limited company is very simple - it can be done in 24 hours for minimal cost. The company could then purchase the pub. However this would be pointless if the BF knows/suspects that the company is really owned by the girlfriend, and the names of the company's initial shareholders would be a matter of public record.
    Originally posted by steampowered
    The Limited company sounds a very interesting option. Would there be any stage where her details, e.g. her personal name not the name of the limited company would have to be disclosed to the sellers (I know she would be the seller as would her boyfriend and obviously she would know she was buying it)!
    • Comms69
    • By Comms69 8th Aug 18, 10:48 PM
    • 4,903 Posts
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    Comms69
    The Limited company sounds a very interesting option. Would there be any stage where her details, e.g. her personal name not the name of the limited company would have to be disclosed to the sellers (I know she would be the seller as would her boyfriend and obviously she would know she was buying it)!
    Originally posted by todayisagreatday
    Yes any time someone searched companyís house
    • MalcolmY
    • By MalcolmY 25th Aug 18, 10:46 AM
    • 22 Posts
    • 3 Thanks
    MalcolmY
    She jointly owns a pub with her boyfriend.
    This is vague. Is it a partnership? A limited company? Something else? If it's a limited company is there a shareholder agreement in place?

    These things matter! If it's a limited company, and the shares are not split 50-50, there is a controlling shareholder who has additional rights in law (though even minority shareholders have a lot of rights depending on the size of their minority shareholding). And are they both directors of the company? Are there any other directors? What does the company's founding documents (The Memorandum and Articles) say about sale of shares or company buying back its own shares? If she is the only director it may be possible to sell the assets of the company (the pub) and leave the company as an empty shell.

    Assuming that there is no legal document governing the running and eventual sale of the business, your friend has a problem because she cannot force him to sell, to sell to her or to sell for any particular price.

    Commercial estate agents and business brokers tend to put all kinds of inflated valuations in cases like these. And if there is someone who is willing to buy at the price the agent has quoted then she really has little reason to refuse selling. Her only option, it would seem, is to find some trusted third party who will buy the business on her behalf ... and then promptly sell it back to her. That's the only way of getting around the problem of him wanting a higher price to sell to her.

    The suggestion of starting a limited company has one flaw and that is the lack of secrecy, as already pointed out. Companies House publishes the names of People with Significant Control (PSCs) so anybody who owns majority shares in the LTD company will have their names on the public register. That said, in the UK we do have a situation where there does not need to be a human owning shares or being a director. So all shares and directorships in a new SPV (Special Purpose Vehicle), ie a limited company, set up for the purchase of this pub could be owned by ... other limited companies! But there's a flaw with that plan. Any diligent researcher would check to see who is behind those other limited companies. And you are back to square one (unless those other companies are based in a tax haven that does not disclose beneficial ownership).

    This is a salutary lesson in why there should always be a solid, written agreement before entering into any business partnership or joint company ownership.
    Last edited by MalcolmY; 25-08-2018 at 10:51 AM.
    • unforeseen
    • By unforeseen 25th Aug 18, 11:32 AM
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    unforeseen
    And of course how would a fledgling company finance this purchase?

    It's not like houses where the company could get a BTL mortgage.
    • davidmcn
    • By davidmcn 25th Aug 18, 11:36 AM
    • 8,781 Posts
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    davidmcn
    And ex wouldn't get at all suspicious about this completely anonymous buyer (who apparently hasn't even viewed the property) appearing out of the woodwork?
    • MalcolmY
    • By MalcolmY 25th Aug 18, 12:07 PM
    • 22 Posts
    • 3 Thanks
    MalcolmY
    And of course how would a fledgling company finance this purchase?
    Originally posted by unforeseen
    Via a loan (or share capital) from the "real" buyer. That's how a business purchase by an SPV typically works. Share capital is too public, but a loan from the real buyer wouldn't show up in Companies House records at the time of purchase. (It would show up if it is a director loan, but that wouldn't become public till the first accounts are filed... and that would be over a year away.)

    If the intended buyer doesn't have the money then it's pointless registering an SPV as that's not a route to getting easy finance! If you read my post more carefully you might notice the context in which I mentioned purchase by a company rather than an individual.
    Last edited by MalcolmY; 25-08-2018 at 12:16 PM.
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