Legal Question in Business Law in California

Re: Partnerships

Based upon the facts provided in your question, it would appear that the performer is not, and has never been, a member of the partnership entitling him to anything more than payment for his individual performances. Generally the only way one can become a member of a partnership is with the consent of the all the partners.

You may be able to obtain a restraining order against this individual to pervent the harassment you describe.

You should make arrangements to consult with an attorney in your area who emphasizes business and business litigation. Perhaps a letter from a lawyer is all you need to resolve your problem. At a minimum, a consultation with an attorney would give you a clear picture of what your options are.

Re: Partnerships

The answer to the partnership law question is probably not. Here's the analysis.

A partnership is formed whenever two or more persons associate to carry on as co-owners a business for profit, whether or not the persons intend to create a partnership. See Corporations Code section 16202(a).

So, let's suppose A, B, C and D enter into a formal, structured, written partnership agreement including buy-out provisions. Let's call this Partnership X. Along comes E and does some occasional work with Partnership X, and receives a share of the profits, but is never formally admitted into Partnership X. E then departs, but later claims rights under Partnership X's agreement.

There are about five possible legal results, depending on the facts in your particular situation:

1) E was merely an employee of, or an independent contractor to, Partnership X, and is not entitled to share profits but only to agreed compensation.

2) E became a partner in Partnership X, along with A, B, C and D, even though there was no express agreement to admit E as a partner.

3) When E came along, Partnership X ceased to exist and was replaced by Partnership Y, whose partners are A, B, C, D and E.

4) When E came along, Partnership X continued to exist, with A, B, C, and D as its partners, and a new partnership, Partnership Y, was formed, whose partners are A, B, C, D, and E.

5). When E came along, Partnership X continued to exist, and a new partnership, Partnership Y, was formed, whose partners are Partnership X and E.

You haven't given me enough facts (and certainly couldn't, in the limited LawGuru context, to say for certain which of the five results occurred as a result of E's association with your group.

Nevertheless, I would guess, based upon what little you've said, is that #5 is the most likely, with #1 being my second-place guess.

Your "Mr. E" is trying to urge theory #2, and might be satisfied with #3, although the express buy-out provisions of the Partnership X agreement would be replaced by the general provisions of the Uniform Partnership Act and might be less favorable to E.

I would say that E's chances of prevailing on his theories are very small, but not zero, and if there are additional facts showing a close collaboration especially in the area of profit (and loss) sharing, E's chances improve.

There are two approaches to harassment. One is to seek a restraining order under Code of Civil Procedure section 527.6. The other is to file a suit for damages. You can do both, but read 527.6 to see if the harassment rises to the level that allows a court to enjoin it. The same or greater level of harassment may be needed to get money damages in a tort lawsuit for harassment.