Legal Question in Business Law in California

First, I should ask whether the business was really a partnership, or some other form of business organization. Many folks call their business associates partners when they are really co-stockholders or something else. In a windup and dissolution of a partnership, the partnership agreement is controlling but the partnership act provides rules to cover any matters not addressed by a written, oral or implied agreement term. It's hard to imagine a silent partner investing $220K without any kind of understanding re repayment, collateral or something giving him rights to at least some form of repayment in the event business didn't go as planned. Considering the amount of money involved, I would recommend seeing a business lawyer with all documents covering formation of the business and its acceptance of the silent partner's money, I.e., whether he put it in as a loan, as an at-risk investment, or something else.