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  • #16
    Are there other employees who got screwed out of their bonuses, or were you singled out for some reason?

    Comment


    • daman42886
      daman42886 commented
      Editing a comment
      I was the only employee physician.

  • #17
    "For an attorney to answer your questions as to the status of transfer of obligations from the prior corporation, there would likely need to be filing of a case, subpoenas, interrogatories, and perhaps depositions to answer those questions. In my state, the minimum retainer for an attorney to take on a case such as yours would be around $10,000."

    A debt collection suit can be filed and enforced very economically. You file the claim against the employer. Your claim is determined to be valid and you have a judgement.
    That is where you get into the "collection" issue and discovery. Easiest is to file a second motion for "Conservatorship". That puts YOU in charge and they pay any expenses including discovery. You need a good collection attorney not an M&A attorney. The M&A attorneys will walk away or chase the sellers. Once you get a judgement and file one collection effort, they will find it much easier to settle than to fight. Liens and UCC statements are cheap, M&A attorneys are run huge fees. Your perfected claim will jam things up and you will find out the answer. Focus on the debt collection not the M&A. You don't care about the terms of the M&A or structure. You want to file something that gums up the works whatever they are and let the buyer and sellers decide how to make your claim go away. You actually don't care if both chip in 50/50. You may end up with an uncollectible AR, but I doubt it.

    Comment


    • Tim
      Tim commented
      Editing a comment
      There is a chance your bonus wasn’t accrued at the closing. Unrecorded liability is between buyer and seller. No one wants it! Surprise, surprise.

  • #18
    So if the sale of the practice has already closed and the corporation no longer exists and no longer has any bank accounts or assets, what good would it do to have a judgement against a defunct corporation? I would be happy to learn something new here, but doesn't the corporate veil protect any former owners from personal liability?

    A friend had a similar situation with a corporation that went out of business. There was no way to collect anything from the wealthy former owners because their contract was with the corporate entity.

    Comment


    • Tim
      Tim commented
      Editing a comment
      They are collecting receivables with a liability outstanding. Dissolution would most likely be filed in 2020.
      Typically contingency funds are held in escrow. Who knows. Tax liabilities and bad debts etc. The unrecorded liabilities come out of that pot. Simply reduces the final distribution. Your coworkers may never even know. For $50k, it’s perfectly understandable why you would file for your bonus. My point was handle it as a collection issue, not part of the M&A deal. Let them handle that. That’s why escrow accounts with delayed distributions are used. Cash is available, this is how you ask for it if the direct approach hasn’t worked. Closings only are immediate if it’s a 100% asset and liability (100% ownership). Then the purchaser is on the hook. Claim is still valid. Filing your claim for bonus is the fastest cheapest way to protect your interest. Probably costs $500. Nothing personal with the physicians. Just wanting your bonus that was earned. You don’t need to understand the sale or acquisition or terms.
      You are 100% correct, a judgement against a defunct organization is probably worthless. Collecting cash and filing returns is not dormant. Easy to check. Secretary of State has them as active I bet.

    • White.Beard.Doc
      White.Beard.Doc commented
      Editing a comment
      Thanks Tim, its good to learn more about this type of situation.

  • #19
    Yes, I agree with proceeding with caution. I'm not a lawyer, but one of my colleagues tried to collect against one of my former employers who blatantly violated what was stated in the written contract. If you don't mind burning bridges with your "partners", I would probably throw 10K at it with a lawyer and see if I could recuperate my losses. That's the problem with contracts, just because something seems obvious and fair to us non-legal people, there are legal loopholes which people with more money seem to be able to get away with. If you did end up spending 10K, I would only spend it with the understanding that it could be a complete loss. You have to be careful, a lawyer can promise that it looks like a promising case just to get paid their hourly rate with no real reward or end in site.

    Comment


    • #20
      Appreciate the responses. I do know that my former bosses are still trying to collect on their accounts receivable as they are paying our former billers to help with that. Bills and checks are separated for the old group and the new owners every day. This makes me think that the corporation still exists, but I may be wrong. And if it makes any difference, the group was a general partnership and not technically a corporation.

      Comment


      • #21
        Do your colleagues know and admit they owe you money and what do they say? Are they the ones making excuses?

        Comment


        • #22
          Yea. I would be firm and direct, if you haven’t already been.

          Look guys, we both signed a contract that’s legally binding. I’ve been exceedingly patient with y’all for months, but you owe me 50 THOUSAND DOLLARS. The stock market has gone up by 20%. That’s an extra 10k I lost. Even in a money market account, I’ve lost 1-2k of interest. You owe me the money and know you do. I get that there are difficulties, but you took on that responsibility when you assumed the role as the boss - that’s why you got paid more - to deal with that kind of stuff. Please do the right thing, I’m tired of dealing with this and don’t want to have to get a lawyer involved - that will just make this take longer and be more expensive and time consuming for both of us. Just do the right thing and be done.

          Comment


          • #23
            Yes, my former bosses know and admit that they owe me the money, but have been making excuses. We have been on good terms throughout, so I feel like they think that they can just push this off until maybe I just give up (which I wasn't planning on doing) or they somehow recoup some of the money from the alleged embezzlement (which could potentially take a very long time).

            Comment


            • #24
              Do you know if they got paid for the practice sale?

              Comment


              • daman42886
                daman42886 commented
                Editing a comment
                Yes, they most definitely got paid. Not sure how much.

              • Molar Mechanic
                Molar Mechanic commented
                Editing a comment
                Completely amateur opinion, but make sure to backup any correspondence where they admit they owe the money off site.

              • jacoavlu
                jacoavlu commented
                Editing a comment
                So they got paid, and are presumably trying to collect from or punish someone that stole from them, and are collecting for work you did, but won’t pay you for the work? Shameless.

            • #25
              Originally posted by daman42886 View Post
              Yes, my former bosses know and admit that they owe me the money, but have been making excuses. We have been on good terms throughout, so I feel like they think that they can just push this off until maybe I just give up (which I wasn't planning on doing) or they somehow recoup some of the money from the alleged embezzlement (which could potentially take a very long time).
              Look for another job and lawyer up.

              Comment


              • #26
                Time for a demand letter. Save yourself some grief before going to an attorney.
                https://www.nolo.com/legal-encyclope...hapter6-4.html
                Many free samples on the web. Much simpler.
                •Food for thought. Would you take a note with interest, 5 payments with interest of say 18% with personal guarantees? The point is, they aren’t feeling any pain. Oops, sorry you are 1 day late that’s $5 grand more. You can maintain your good terms and get your money. Bills need to be paid. Pleasure doing business with you. They know this. If you want, ask for an additional $50k for seven months. You get the picture. I believe you haven’t been firm enough and they let it slide.

                Comment


                • #27
                  I agree, I think the next step is a demand letter or something like EM-CCM MD said above. I just want to make sure I have legal grounds before threatening to sue. I appreciate everyone's input.

                  Comment


                  • #28
                    Interesting thread. If they are still in business collecting on AR, then in your shoes I would follow Tim's suggestion to make your claim with a demand letter, then follow it up by having a collection attorney legally establish a default judgment while they are still in business. I would do this very soon as they will likely be dissolving the corporation in 2020, and the AR will go down very quickly over a few short months.

                    Comment


                    • Tim
                      Tim commented
                      Editing a comment
                      WBD is absolutely correct, time is critical. For $50k it’s worth an hour today. The form isn’t as important as making your demand. That alone gives notice and can hold up some January distributions or filings. First week in January is a favorite, next year taxes. It’s just a letter stating your previous discussions. Your time deadline for payment will be unimportant, you can always push it back. You actually need to document time, date and conversations with you “partners”. It is amazing how much they clear up forgotten details. Rather than poison relations, checkbooks come out to settle things up.

                  • #29
                    One more thought... I would also act very nice to my former boss/current colleagues.

                    "Hey guys, just a heads up... My financial advisor insisted on writing a demand letter for the money I am currently owed under the terms of my contract. No hard feelings on my part, my advisor simply insisted that I protect my financial rights given that the practice ownership is being transferred. I look forward to maintaining a great working relationship with all of you despite the changes we are going through."

                    Comment


                    • #30
                      Originally posted by nephron View Post
                      If you don't mind burning bridges with your "partners", I would probably throw 10K at it with a lawyer and see if I could recuperate my losses.
                      What bridge? The partners already burned the bridge between them.

                      Comment

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