Legal Question in Business Law in California

Re: Business Partnership

You should have an attorney look at this matter for you. If there is money owed to you from the partnership, you may not get it otherwise. Also, the partnership could incur debts for which you may be held responsible, even if you did not even know about them. Let me know if you want to invest in having me review the agreement and facts - it is a business decision.

Regards,

D. Bakondi

IMPORTANT:

No attorney-client nor confidential relationship is created through this communication. You may not rely in any way on this communication, and nothing herein constitutes legal advice nor legal opinion. Your issue may be time sensitive and may result in loss of rights if you do not obtain an attorney immediately.

Re: Business Partnership

Here are some basic concepts that may help you figure this one out and maybe negotiate a settlement:

1. Verbal partnership agreements are enforced. The problem in court is convincing the judge or jury what the terms were. Witnesses, evidence such as documents reflecting how the partnership was run (canceled checks, e-mails, etc.) are helpful.

2. There is a set of laws called the Revised Uniform Partnership Act (RUPA) that defines how partnerships can eb created, run, and shut down; the rights of partners vis-a-vis each other, the partnership, and the public; how a partner may withdraw; setting standards for ethical conduct and fiduciary duties between partners, etc.

3. The RUPA will provide terms to "fill the gaps" in a partnership agreement that is missing or incomplete, but where the partners have agreed, the agreement (written, oral or implied from conduct) usually prevails over the law, at least as to the relationship between the partners.

3. A partner can withdraw from a partnership at any time. The technical word is "dissociate." However, a voluntary withdrawal may be wrongful as to the other partner(s) if by withdrawing the partner breaches the partnership agreement. For example, if X, Y and Z agree to operate a shoe store for 15 years, and X, who is the shoe expert, quits after six months, Y and Z could sue for damages but could not get an injunction forcind X to stay on.

4. Being a partner does not, in itself, entitle the partner to be paid for services. Partners get a profit (or loss) share. However, a partner can also be an employee of, or consultant to, the partnership, in which case he or she would be paid according to the terms of that agreement, which may be part of the partnership agreement or a side agreement.

5. Partners have an absolute right to see and copy the partnership's books and records. Partners do not automatically have a right to access or sign on the partnership bank accounts.

6. Partnership property belongs to the partnership, not to any individual partner.

I am fairly local to 95403, and I'd be pleased to consult with you if you contact me directly.