Legal Updates

A waiver of rights in a company may not be enforceable

August 6, 2019
Print

One of the founders of a startup company was persuaded by the other founders to sign a document whereby he waived his rights to his shares in the company. After the company made an exit of USD 200 million, the founder demanded that the waiver be revoked.
The Court accepted the claim and ordered the revocation of the waiver so that the founder is entitled to receive his share of the transaction. A contract being unconscionable is ground for rescission upon meeting three elements: A. status of the party (distress, mental or physical weakness or lack of experience) B. Taking advantage of the status; and C. The terms of the contract are – to an unreasonable degree – less favorable than customary. Here, it is an extreme case of unfairness in the terms of the contract. The shareholder was the "brain" who conceived and developed the company's product when, at the time of its founding, a third of the company's shares were allocated to him. However, although the company was valued at USD 35 million, the other founders took advantage of the shareholder's personal distress, innocence and lack of legal experience and had him sign a waiver according to which the shares were transferred to the company without any consideration, and thus, this waiver is revoked due unconscionability.