Grounds for invalidating a shareholder agreement
The Restatement of Contracts § 492 has defined duress as “(a) any wrongful act of one person that compels a manifestation of apparent assent by another to a transaction without his volition, or (b) any wrongful threat of one person by words or other conduct that induces another to enter into a transaction under the influence of such fear as precludes him from exercising free will and judgment, if the threat was intended or should reasonably have been expected to operate as an inducement.” Duress that will provide grounds for avoiding such an agreement is a condition of mind produced by improper, external pressure or influence that practically destroys the free agency of a party and causes him or her to make a contract not of his or her own volition.
Duress may take the form of unlawfully inducing one to make a contract or to perform some other act against his own free will. duress, the party making the claim must make a convincing showing that the agreement was coerced by means of a wrongful threat such that the exercise of free will was precluded.” [C] –Proof Two factors must be proven to establish “duress” to set aside a prenuptial agreement: (a) that the act sought to be set aside was effected involuntarily and thus not as an exercise of free choice or will and (b) that this condition of mind was caused by some improper and coercive conduct of the opposite side.
[A] Introduction In order that a separation agreement between a husband and wife may be upheld as valid and enforceable, it must have been entered into freely, fairly, and voluntarily, and be free from coercion, duress, or undue influence.
A separation agreement that is a product of coercion, duress, or undue influence can be set aside.
In the event that the bylaws provide for the possibility to exclude a shareholder from the company, the bylaws must clearly specify the events upon the occurrence of which a shareholder may be excluded, the corporate body competent to pronounce such an exclusion, the procedure to follow, as well as the consequences of the exclusion regarding the purchase of the shares held by the excluded shareholder.
The events which may trigger the exclusion of a shareholder from a SAS must be well defined.
The shareholders appoint the directors who then appoint the management. Management may or may not be liable for company actions. A shareholders agreement is confidential and its contents need not be filed or made public. For example, a three-owner retail shop may adopt a totally different approach to that of a high tech venture which may have many owners. ), may be obligated to go along with a deal if more than a given number (say 90%) of shares are being offered to a buyer.The requirements of common-law “duress” have been enlarged to include any wrongful acts that compel a person, such as a grantor of a deed, to manifest apparent assent to a transaction without volition or cause such fear as to preclude him from exercising free will and judgment in entering into a transaction.It may be manifested by threats or by the exhibition of force which apparently cannot be resisted.), provided however that it has been provided for in the company bylaws. 227-16 of the French Commercial Code, a shareholder may be obliged to sell its shares pursuant to the conditions set forth in the bylaws.The sale of shares of such a shareholder results in the departure, that is, the exclusion, of such a shareholder from the company.
A written provision in any maritime transaction or a contract evidencing a transaction involving commerce to settle by arbitration a controversy thereafter arising out of such contract or transaction, or the refusal to perform the whole or any part thereof, or an agreement in writing to submit to arbitration an existing controversy arising out of such a contract, transaction, or refusal, shall be valid, irrevocable, and enforceable, save upon such grounds as exist at law or in equity for the revocation of any contract. There are limits to the pro-arbitration policy in Section 2. 2013) (holding that FAA preempted Maryland law invalidating class action waivers); Murphy v. 2013) (holding that Concepcion has retroactive effect and that Section 2 preempts class action waiver in consumer contract); Mortensen v.