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Office Closure and Promissory Note

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Nov 15, 2011 8:33 pm

My partner and I left Morgan Stanley to go to Smith Barney in August of 2003.  We signed a promissory note with 10% deferred to be paid in stock at the end of the note.  It was a seven year note. We joined an office with about 20 FA's.

In April of 2007, senior management called a meeting and announced that our office would be closing.  We were told by HR that this was a closure not a consolidation, and that our notes would be forgiven, but the "back end would be lost".  Our office closure was set for 60 days from that point.   Those with notes were told we had to stay for the 60 days initially, but then, after a few weeks, my partner and I were told by senior operations that if we "went to Merrill Lynch, that's the way it goes".  An article in the newspaper announced the closure. 

By the end of the 60 days, all of the original managment was gone, and only one part-time sales assistant remained from the original crew.  The rest of the "help" were temps.  Including operations staff.  Non-registered people were taking orders over the phone.  Only the FA's with notes were left in the building.  Management drove in from about an hour away on a rotating basis. Clients were anxious as you can imagine.  My partner and I lined up employment with Wachovia, and we handed in our letter of resignation after the 60 days had passed.  There were about 5 FA's left at this point.

To our surprise, my partner and I received a letter in the mail stating that we owed our promissory note, and that we may be taken to arbitration.  When I tried to transfer my personal account, it had a legal block on it.

None of the FA's with notes have heard anything further.  In 2009, my partner received a 1099 for the entire amount of his note.  My account is still blocked. 

I'm looking for some guidance.  If anyone can send me in the right direction with this, I would greatly appreciate it.

Nov 16, 2011 8:48 pm

Call an attorney. 

Dec 7, 2011 1:50 am

If management forgives a prom note, get it in writing however, you may still have an argument for management amending the note if you can prove that is what was conveyed and you relied on that representation.  Regarding the blocked accounts, if the prom note gave MSSB the right to do so in the prom note you won't be able to move them without suing or settling up with MSSB.  You should still be able to make trades, if necessary.