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Is a shareholder's agreement not to sue binding on his or her heirs?

Los Angeles, CA |

If a shareholder provides a board of directors with a letter saying that he or she is estopped from bringing suit against the board of directors of a corporation, will that serve as a defense if her heirs later wish to bring suit?

Attorney Answers 3


  1. One would want to review the letter and to know what potential causes of action the corporation is worried about. In it's current form the question is just too general. Most causes of action belong to the estate of the individual who is deceased, subject to applicable statutes of limitations and other factors.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.


  2. I'll jump in here and add a penny, after reading the comment to Mr. Doland’s answer. The heirs (administrator of the decedent's estate) can have no greater rights than the decedent. I am not certain, however, that the letter you reference limits the decedent's rights as you suggest. You should consult counsel who can review the facts and the purported shareholder agreement or estoppel certificate to determine its value and applicability.

    I am licensed in California only and my answers on Avvo assume California law. Answers provided by me are for general information only. They are not legal advice or counsel. Answers must not be relied upon. Legal advice and counsel must be based on the interplay between specific exact facts and the law. This forum does not allow for the discussion of that interplay. My answer to any specific question would likely be different if that interplay were explored during an attorney-client relationship. I provide legal advice and counsel during the course of an attorney-client relationship only. The exchange of information through this forum does not establish such a relationship. That relationship is established only by personal and direct consultation with me followed by the execution of a written attorney-client agreement signed by each of us. The communications on this website are not privileged or confidential and I assume no duty to anyone by my participation on Avvo or because I have answered or commented on a question. All legal proceedings involve deadlines and time limiting statutes. So that legal rights are not lost for failure to timely take appropriate action and because I do not provide legal advice or counsel in answer to any question, if you are an interested party you should promptly and personally consult with an attorney for advice and counsel. Also, see Avvo's terms and conditions of use, specifically item 9, incorporated by this reference


  3. Attorneys Daymude and Doland have provided you with some very good advice.

    Mr. Crosner is licensed to practice law in California and has been practicing law in California since 1978. The response herein is general legal and business analysis.. It is not intended nor construed to be "legal advice" but rather it is analysis, and different lawyers may analyze this matter differently, especially if there are additional facts not reflected in the question. Oftentimes the question does not include significant and important facts and timelines that, if known, could significantly change the reply and make it unsuitable. I am not your attorney until retained by a written retainer agreement signed by both of us. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.