Legal Question in Business Law in California

Re: My options

This is one of those situations that I hate to hear about. Obviously you have been more than just business associates, but also friends. I am sorry that you are facing this situation.

Here is what I can offer, based upon the facts you provided.

First, you may have an action for fraud. This would make what you signed void.

Second, as you are seemingly going to be a shareholder in the corporation as well, demand a copy of the paperwork. once you have that, you can demand a shareholders meeting and motion to amend or revoke whatever it is that he created.

Third, my guess is he will not provide you a copy, can you get one from the bookkeeper? It is VERY important that you get a copy of whatever it is that you signed. Since you are a partnership, you have partnership rights as things stand right now. Perhaps you can use this to your advantage. It appears he will need your expertise in the new venture as he has for the past 11 years, this is to your benefit.

If you are unable to obtain a copy of all the documents relating to the corporation, I may be able to assist you in obtaining them. For starters, they should be public record so you can obtain them from the Secretary of State. Alternatively, I can create a demand letter for you explaining that you believe there is fraud and his potential liabilities for continuing with his fraudulent activities.

You will need to understand, however, that once these things do actually turn into lawsuits, there is a high probability that your partnership and/or corporation will cease to exist. I have seen many friendships end because of business issues almost identical to yours. It is sad, but greed does terrible things to some people. If you are going to require and seek outside counsel for assistance, I wanted to make you aware, right up front, of the high probability of this occurring so you can prepare yourself for this liklihood.

I usually tell my clients to "hope for the best, but prepare for the worst". This could not be more true than in your situation.

As I stated, I have extensive business experience with similar situations. Our firm offers flexible rates and payment plans if that is of concern. Some of the business services we offer are available for review at www.RulesofEmployment.com. Please feel free to review the site and contact me through there or call me at my office directly at 626-578-0708 extension 4 if you would like further assistance, suggestions, or representation.

Good Luck.

Regards,

Scott Linden

Re: My options

It is impossible for any attorney to give you the options which you a vast for them on in this brief space to answer. More importantly, why would you want to rely upon this broad question without the face to face with an expert attorney in corporate matters who can obtain a wall of the facts, and ask deal numbers of questions before giving you alternatives in this situation. In my advice is stop reading any answers and find yourself a coed attorney who is an expert in business law as well as corporate law to advise you not against your coal shareholder but in favor of your best interests. Do you really wish eight "partnership" of 11 years to go down the drain because of one document. You are being too hotheaded too quickly without disclosing more. Go to a good attorney and have him/her give you advice to deal with this situation. I have been practicing law in the San Francisco Bay area for approximately 35 years and expert in the area in the category in which your question is placed. I feel I can help you in this matter and if you wish to consult with me please contact me at 925-945- 6000.