Dissolution of The Oraculum
Updated: Nov 5, 2020
This document and its contents have been confirmed as factual and correct by both former partners & its terms agreed by them. Third party names and financial information has been redacted for privacy.
Statement & Terms of dissolution of The Oraculum - Effective date 1st February 2019. (Business partnership between Anne Ridley & Madeleine Cook)
History & Founding of The Oraculum
The Oraculum was established around autumn 2014 by Anne Ridley and was operating from Frederick Street, Sunderland, from March 2015 as an informal partnership.
An official partnership was established around June 2016 when The Oraculum moved to Derwent Street, Sunderland. The previous salon was sold in its entirety including fixtures and fittings and this sale was overseen by Maddi as the sale of the salon was to an acquaintance of hers.
The funds raised from the sale were then invested fully in the Derwent Street salon, with Anne remaining the larger capital contributor by transference. It is estimated that the capital contributions amount to an 80/20 split.
The Oraculum joint bank account was set up in August 2016 and this became an official partnership account for the tax year of 2017 - 2018 only, according to HMRC records.
The business re-located from Derwent Street to Ryhope Road, Grangetown in May 2018.
There has never been an official partnership agreement in effect and the partnership has been loosely governed by the standard Partnership Act of 1890 only. The partnership has not been subject financially to a 50/50 split at any time between the partners.
In August 2018 a meeting was had regarding the future of the partnership on the basis Maddi had requested to dissolve the partnership and walk away from The Oraculum. It is understood that Maddi did not feel the business could afford growth and Anne was of a differing mindset. It was clear at this time the partners had different intentions for the business and therefore could no longer fuse professionally.
The outcome of the meeting was a verbal agreement that due to outstanding liabilities, the continuance of the staff contracts, and a civil legal case that was ongoing at the time, the partnership would not dissolve but would remain in namesake only while the two partners began trading separately via their respective own businesses and terms were set to ensure The Oraculum could still exist with minimal impact on staff, the partners, customers and the reputation of the business.
The business was split amicably with Maddi taking on the hair side and Anne taking on the beauty side within their respective professional remits.
An interim partnership agreement document was drafted 31st August 2018 confirming the amicable terms required and this was due to be effective from September 2018.
Anne was appointed at this stage as the managing partner & has upheld the responsibility of this therein.
The terms of the amicable split to date have not been completely adhered to with reference to the allocation of space in the Ryhope Road address, the unauthorised use of the joint bank account, removal of partnership assets from the premises without consent and regarding matters of civility in the shared environment.
The Oraculum partnership has now ceased trading in full on the official request of Maddi Cook via email on 5th December 2018 upon the receipt by Anne Ridley of a first & incomplete draft Deed of Dissolution completed on behalf of Maddi by Jonathan Fletcher of PG Legal Team Valley.
A “deed of trust” document regarding the lease agreement for Ryhope Road and the property itself was also received by Anne from Maddi on 5th December 2018 however this has been dismissed on grounds that the Ryhope Road property has been rented as a whole and a single tenant does not have the right to make amendments, covenants or have the right to request or enforce a deed of trust.
The lease is currently in force at Ryhope Road, Grangetown and as per Section LR14 of the lease, and Section 37 (sub section 37.1 - Covenants ) tenants are unable to make amendments to this.
It is also noted that on request of a floor plan from the landlord on the 5th December 2018 with the intention of allocating floor space, this was declined by the landlord.
Maddi called the landlord on the 2nd January 2019 and it was verbally agreed that the rent & other commitments regarding the property would be halved. This has been verbally agreed by the landlord and tenants and no other agreement is required.
The lease remains enforceable in joint and several liability between Maddi and Anne. No further mention will be made regarding the trust deed document; it has been disregarded as inappropriate and irrelevant to the dissolution of the The Oraculum partnership.
The partnership is hereby ceased in accordance with the request initiated by Maddi in the 1st draft of the deed of dissolution (please note the document is not a complete or final draft and is peppered with inaccuracies. It is not an official deed; its terms have not been agreed to by either partner involved and is referenced for ease of followance only) and in accordance with the Partnership Act of 1890.
A delay in this dissolution has been made until this point out of courtesy taking in to account the extremely busy December trading period and 2018 year end, to keep disruption to staff, customers and the former partners respective new businesses to a minimum.
It is expected that both partners will manage the wind down as quickly and amicably as possible and with equal effort for a clean closure of partnership. The Oraculum as a partnership has no outstanding debts or liabilities. Refer to inventory list attached regarding joint assets.
In the absence of any other amicable agreement, the dissolution guidelines contained in The Partnership Act 1890 will be followed and therefore the following steps must be taken:
All assets belonging to The Oraculum should be sold and any monies raised will be allocated in percentages outlined above as per the capital shareholder split. This must be completed within 14 days (expires 15th February 2019). Any costs for removal of plumbing or electric lines will be taken from sale proceeds before the remaining sum to be split is finalised.
It is suggested the assets would be sold in a public open salon sale for which a date can be negotiated providing this is within the 14 day time period. This could also be done via public auction (however any moving costs and auction fees would be taken from the proceeds).
The sale of all items will be final & buy back of any of the sold assets is not permitted for either partner.
The sale excludes the signage and window decals. The sale also does not include any intangible assets such as wallpaper, floorings, etc. These will remain in place to allow for continued recognition and trading.
All forms of social media in The Oraculum name only are to be shut down, disabled, unpublished and discontinued. The following must be completed within 14 days (expires 15th February 2019).
Neither party is permitted to reactivate, name change or amend any account that was set up for use relating to the partnership. This includes the Instagram page, the Facebook page and Snapchat account. It is noted that the Twitter account formerly used for The Oraculum is now amended to The Oraculum Hair Emporium, however this needs to be closed in accordance with the dissolution also.
The website ( www.theoraculum.co.uk ) is to be taken down and no longer used in any form. The Googlemail mailbox ( firstname.lastname@example.org ) is to be closed permanently within 7 days (expiry date 8th February 2019).
The Oraculum Barclays bank account will be closed permanently within 14 days (expires 15th February 2019) and no further payments will be made to any vendor via The Oraculum as a partnership.
All symbolism relating to The Oraculum is to be withdrawn from advertising materials, social media, equipment and apparel and should not be used as branding without prior consent from the trademark owner, Anne Ridley. This must be done within 7 days (expiry 8th February 2019).
Failure to comply with this request in particular may result in pursuit of legal action.
Upon completion of the above, it is the intention of Anne Ridley to continue trading as she is currently with a view for this to be long term and she will be remaining in the Ryhope Road premises.
If it is the intention of Maddi to do the same, then to avoid crossover and potential hostilities / competition, it is vital that the original and aforementioned interim partnership document (dated Sep 2018) is adhered to and the status is amicable between the former partners & their respective staff. As mentioned above, the terms of this agreement were not adhered to previously.
As the partnership is ceased, Anne’s responsibilities as managing partner are ceased with it. It is noted that that in recent months, Anne has dealt with issues at the property regarding jointly used & communal amenities, i.e outdoor shutters, broken door handles, replacement of the toilet seat. On this basis it is suggested that provisions are put in place as soon as possible to ensure the smooth running of the premises without a managing partner to oversee issues of the above nature.
The interim partnership agreement document, although no longer pertaining to an official partnership, can remain integral and the “Additional Clauses” (points 67 to 71) protect both parties to continue trading without animosity until such a time when the lease break clause occurs or beyond. The document does not need to be signed, and an absence of any response to this notice will be taken as agreement to adhere to these clauses hereafter by both former partners.
If, however, on completion of the dissolution, it is again the intention of Maddi to leave the premises and walk away from The Oraculum, its branding, and be disassociated from The Oraculum altogether, this must be discussed and agreed via Maddi, the Landlord and Anne Ridley and a meeting should be called as soon as possible.
Exit agreements (i.e the drafting & cost of a new lease and agreement) will need to be negotiated separately. This statement is to confirm the dissolution of the business partnership only and has no impact on the active lease.
Anne is open to discussions and negotiations regarding the above-mentioned terms & options and under the correct standings may be willing at this stage to take on the lease alone and release Maddi from liability if all parties are in agreement. It is recognised however that Maddi has now requested dissolution twice within a 6 month timeframe so the business must be wound down and come to a fast and suitable end.
The Oraculum Dissolution Statement – amended terms 05.02.2019
After negotiations between the former partners, it has been agreed as follows:
The decision has been made by Maddi that she will be exiting the Ryhope Road premises over the weekend of the 17th March 2019.
Any costs associated with the amendment of the lease, moving and plumbing costs will be absorbed by Maddi. Maddi has been released from the lease with permission from Anne and the landlord, and will no longer be liable or associated with 275 Ryhope Road, The Oraculum branding, or The Oraculum Beauty Emporium.
On the agreed date Maddi is to exit & all keys held by herself, her staff and any third parties will be left in the premises and, as per the terms of the amended lease, re-entry will not be permitted.
It has been agreed that Maddi will leave behind The Oraculum name and branding. Anne has asked that the above-mentioned logo for which she is the registered trademark holder is removed from all on and offline media and otherwise belonging to Maddi (but appreciates there are a large number of photos that will need to be edited therefore she has agreed to extend the time period to the 10th March 2019 for the image to be blurred out, covered or removed from all media).
Maddi will be assuming another business name once the exit is complete however will retain the phrasing “formerly The Oraculum Hair Emporium” in her social media bios for a period of time for continuity.
Every effort should be made upon the exit for the space to be left in a good state of repair and cleaned thoroughly. Any furniture or fixtures being left behind must not be damaged in any way. This will be overseen by both former partners on exit.
All contracts for utilities or waste disposal taken out in the name of The Oraculum, or for the premises jointly, are to be cancelled and discontinued prior to the exit. All bills will be finalised on the date of Maddi’s exit and paid in full be their respective owner. Maddi will remain liable for any utilities and bills for her half of the premises commitments up to the point of her exit on 17thth March 2019 and will pay her half of the rent in full for the month of March.
Anne has already moved all contracts that she needs to her own accounts & will not be carrying over any contracts from the former partnership.
The bank account, email address and social media pages have all been ceased as of 04.02.2019. If Maddi wishes to retain the twitter account under a different business name, she will ensure all work by Anne or former beauty work is removed from the page by the date mentioned above (10th March 2019) as Anne wishes to have no further association with Maddi or any of her businesses.
Assets & Liabilities
The former partners have agreed to split the assets as follows and Maddi will exit with the following items:
2x hairdressing station chairs
2x large mirrors
2x side tables
1x backwash station inc. chair
1x hair hoover
1x foil cutter
1x Bluetooth speaker
1x manic panic shelf
1x Guardzilla camera
1x black chest of drawers
1x wooden cabinet
Half of the towels / capes
Half of the mixing bowls / brushes
All other assets and items belonging to the former partnership will be retained by Anne including the proceeds of "redacted" for the church pew which has already been sold, and half of "redacted" from the joint bank account (these monies were being held in reserve by Maddi but have been transferred to Anne and settled as of 08.02.2019).
As mentioned above, The Oraculum as a partnership has no outstanding debts or liabilities however there are outstanding individual personal debts in the form of a "name redacted" bank loan and a family loan. A payment schedule for the family loan has been worked out directly via the former partners and the family creditor, "name redacted". Anne and Maddi will pay and negotiate with "name redacted" directly in relation to this loan and its remaining payments.
The "name redacted" bank loan will be taken on & paid in full by Maddi solely.
It is expected that these terms are final and amendments and changes will not be permitted once the terms take effect. It is expected that reputational losses and business disruption should be kept to a minimum with every effort made by all parties involved ensure both partners are able to prosper separately in their respective businesses.
As of Sunday 17th February 2019, all physical assets mentioned have been split and as per the terms of this agreement.
This hereby finalises the dissolution of “The Oraculum” business partnership.
Note added at the date of publication on the website for public viewing: Maddi continued trading in the Grangetown premises whilst amendments to the lease were carried out and left by her own choice on 10th March 2019, one week before the pre-agreed exit date of 17th March 2019, with 48 hours notice given.
This document was drafted by Jennifer Forster CertDC on behalf of Anne Ridley & Madeleine Cook. As mediator and asset manager, I have witnessed this dissolution and allege it has been done fairly with the interests of both former partners forefront and all information attained is accurate and truthful to the best knowledge of myself & both parties. I wish both former partners all the very best in their future pursuits.