Team, I am taking up a existing business and while going through the old agreement found. This below point, do you see

Hello and thank you for the opportunity to assist you. My name is ***** ***** I will do my very best to help if I can. It looks like you are referring to a document, but I do not see anything attached.  Can you attach the document or copy/paste the language that troubles you?

Thank you.

Hi again.  The first thing that sticks out is paragraph 11, which states that you would receive 34%, despite owning a share equal to Kumar.  This is fine if you are okay with it, but you should be aware.  Also, management decisions are made by a majority vote of the partners (i.e., 2 out of 3), but paragraph 49 indicates that votes will be based upon capital contributions.  This is a bit contradictory, and should have probably been worded better.  Also, each partner can bind the partnership (i.e., not 2 out of 3).  I assume you and Raghu have the consent of the other partners for this transfer (see paragraphs 31-35).  The remainder of the contract is fairly standard and does not have red flags.  I think you should clarify the voting issue, and perhaps ask that an addendum be included to clear up any misunderstandings.  The failure to be clear on issues like this is what causes fights, but also what causes costly litigation when the parties cannot agree and it requires a court to interpret.

I hope that helps.  Please let me know if you need clarification.

It was a pleasure helping you today.

Hi again.  The price you pay should have no impact on your share.  You are purportedly buying Raghu's interest whether you pay $1 or $1,000,000.  But you should be certain that the document you sign to make the purchase clearly states that.  Contract disputes that end of in costly litigation are almost always the result of poorly worded agreements that leave questions unanswered.

You are quite welcome. :)