Legal Question in Business Law in California

breach of contract

I entered into an LLC operating agreement where by business partner and I both had 50% of the business. My partner acted alone, in violation of the agreement, made agreements with 3rd parties in violation, did not fulfill the fiduary duty to place $50,000 into the business... we then purchase, at auction a internet network infrastructure and much furniture and 20 computer workstations. My question is - can tbe LLC sue my business partner for Breach of contract, and since i have time, can I do the filings myself? or is there an attny out there who would do it on continqency. The gear is worth approx. $200,000.


Asked on 2/22/01, 1:12 pm

3 Answers from Attorneys

Michael Cortson Law Office of Michael D. Cortson, Esq.

Re: breach of contract

You could sue. What is your contact information? There is no doubt you will need an attorney. I have an associate in Pasadena, CA that is a expert in these types of matters.

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Answered on 4/05/01, 9:20 am
OCEAN BEACH ASSOCIATES OCEAN BEACH ASSOCIATES

Re: breach of contract

You may have the time, but do you have the training and experience? Does your business partner have assets that can be attached? Please contact me directly at (619) 222-3504.

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Answered on 4/05/01, 12:30 pm
Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Re: breach of contract

There are several possibilities as to the parties to a suit or suits over this matter. First, you could sue the co-owner. Second, the LLC could sue the co-owner, but since the co-owner controls a 50% interest it is unlikely the LLC would take such a step--the other guy could (probably) block it. The third possibility is a so-called derivative suit in which you sue the other owner on behalf of the LLC, to enforce its rights. Perhaps you should do both (1) and (3) in the same action. The only way to tell is to review all the documents (LLC operating agreement being the most important) and any undocumented facts.

While it is possible for a non-attorney to represent himself, the LLC is an entity separate from its owners and could not retain a non-attorney to perform legal services for it. Further, the results you obtain will probably be better if you use an attorney, even after fees (whether contingency or hourly).

If the business is located in Northern California, I would be willing to discuss a contingency arrangement with you and the percentage fee is negotiable after I have looked at the strengths and weaknesses of your case. If you wish, call me at (707) 523-4497.

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Answered on 4/05/01, 1:37 pm


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