This case is between a rich single businesswoman, Miss Lee and her boyfriend an unemployed race car driver, Mr. Loh. Miss Lee supported Mr. Loh financially since he was not gainfully employed; especially when she decided to make him a partner in her Boomz Boomz business which dealt with the selling of car parts and accessories in 2006. From the partnership, Mr. Loh helped the business because of his technical expertise with cars. Miss Lee had other businesses apart from Boomz Boomz which included a food mall, a beauty salon and a chain of successful tuition agencies. In all these businesses, Mr. Loh offered to help with strategic business advice. As a result of this Mr. Loh was made a stakeholder and director of all Miss Lee’s companies, and was advanced a 30% shareholding of the businesses (Ferran, 1999).
Unfortunately, in January 2009; Miss Lee noted that Mr. Loh was having an affair with a secretary working in the Boomz Boomz Company, making her decision to end their relationship placing their business partnership in jeopardy. By March 2009, Mr. Loh frequently missed going to work; as he was taking vacation trips with his newfound girlfriend to neighboring countries resulting in his being fired from the Company (Chartrand, Miller & Wiltshire, 2003.
After this, Mr. Loh went to court claiming that he was entitled to 30% of all the businesses that he and Miss Lee owned. He argued that the businesses were being operated jointly instead of being separately owned. Based on this, he argued that he had a share within all the businesses and that his tenure had been wrongly terminated amounting to his oppression being the minor shareholder. To support his contention, he argued that Miss Lee had terminated his tenure based on her jealousy about his new relationship and not a poor performance in the business. Based on this argument, he wanted the court to order Miss Lee to buy off his shares in the companies at a fair value (Ferran, 1999).
On the other hand, Miss Lee claimed that the companies were distinct and separate entities and not subsidiaries of the main company. She said that she paid for Mr. Loh’s personal expenses and expensive lifestyle in all those years they were together; and that he was a special director without a portfolio, more of a personal assistant to her. She contended that Mr. Loh was not a true business partner but played more of the role of a live-in boyfriend. Miss Lee argued that Mr. Loh’s services and technical expertise to her businesses were offered for free, as a repayment for her financial help and support. She further argued that his dismissal from the company was based on his frequent absences from work and poor performance; which resulted in her businesses incurring losses from his incompetent advice (Plimpton, 2007).
The advice I can give to Mr. Loh is that, since their contract was oral and no written document could be produced as evidence, it is impossible for him to claim anything from Miss Lee as the partnership was based on their relationship. However, some oral contracts are enforceable despite others not being enforceable as they are hard to prove in court. There was no written document or present witness to show that they agreed that Mr. Loh will have a stake of 30% in Miss Lee’s businesses; therefore, no proof can be provided to support what Mr. Loh was claiming to be his. As a result of the lack of evidence in oral contracts, judges apply fairness which may not favor both parties. In this case, the ruling may favor Miss Lee’s claims at the expense of Mr. Loh’s demands. Since the contract between Miss Lee and Mr. Loh was based on the relationship they had; the fact that they were not legally or customary married makes Mr. Loh’s claims unenforceable as the businesses belonged solely to Miss Lee (Chartrand, Miller & Wiltshire, 2003).
This contract came into being based on their relationship and therefore, it ended at the time when the relationship was terminated. Being in a relationship with someone you are not legally married to, does not make you a shareholder of the properties they own. Since it is indicated in Miss Lee’s claims that Mr. Loh was not truly a business partner but one who played the role of a live boyfriend; therefore, he was not entitled to any share of her business. Miss Lee had entered Mr. Loh into the partnership based on the financial help he needed being her boyfriend. From this, it is conclusive that, Mr. Loh does not own anything in the businesses since all the money used in starting the businesses and running them; was provided for by Miss Lee as indicated from how Boomz Bommz Company was started. All businesses that Miss Lee owned were not subsidiaries of a parent business therefore, the fact that Mr. Loh was employed as a director of the companies does not make him a shareholder in the businesses. It is also indicated from Miss Lee’s claims that Mr. Loh was dutifully paid, until March 2009 when he was fired (Ferran, 1999).
Mr. Loh claimed to offer strategic business advice to Miss Lee’s businesses but it is well indicated in Miss Lee’s claims; that over the years she was with him her businesses experience huge losses. After Mr. Loh started failing to report at work with the excuse of taking his new girlfriend on vacation, his performances in the businesses greatly diminished resulting in his dismissal from work (Plimpton, 2007).
On the other hand, I can advise Mr. Loh to claim his share of the businesses in that; since they had entered into an oral contract, he can enforceable his claim despite the difficulty in proving his claims in a court of law. Further, Mr. Loh has a right to get into any relationship he wants without making Miss Lee jealous; as she had appointed him to the position, he held based on his business expertise. The fact that Mr. Loh had received a payment based on his 30% share; shows that and can act as evidence that they had agreed upon the amount. Despite the fact that Mr. Loh was Miss Lee’s boyfriend; he provided technical expertise in the businesses since he was a race car driver, as he knew a lot about cars, spare parts and accessories (Chartrand, Miller & Wiltshire, 2003).
Further, Mr. Loh argued that even before having an affair with the secretary, they used to go for vacations with Miss Lee. Based on this, he argued that his absence was not reason enough, to have his tenure terminated. However, disregarding the fact that Mr. Loh had a share in Miss Lee’s businesses; the fact that he was being paid for his services, proves that Miss Lee’s argument that he was poorly performing is not realistic (Ferran, 1999).
In conclusion, my stand is that; Mr. Loh should know that he entered into the contract based on the relationship he had with Miss Lee. From this, it can further be argued that since the contract between them was based on the relationship and not merits, the major party in the partnership has the right to end the contract. In addition, there was no written document to show that there was a contract; hence he cannot claim anything from her. The fact that their business relationship was based on their affair implies that there is no basis on which they jointly own the businesses (Plimpton, 2007).
Reference list
Chartrand, M., Miller, C. & Wiltshire, E. (2003). English for Contract and Company Law, Second edition. Canada: Sweet & Maxwell Press.
Ferran, E. (1999). Company Law and Corporate Finance. Oxford: Oxford University Press.
Plimpton, L. (2007). Business Contracts: Turn Any Business Contract to You Advantage, First edition. Irvine: Entrepreneur Press.