Legal Question in Business Law in California

Hmmm, this is a difficult question to answer. I do not know of any statutory or case law that says a partnership is dissolved by a long period of zero activity, although it seems to me that some such rule would be appropriate, and may (unknown to me) exist. However, whether the partnership has ceased to exist by statute or by some legal principle based upon its inactivity, failure to file tax returns, laches, abandonment or whatever, the items of property that it held when it ceased to exist as a partnership would presumably be owned, pro rata, by its former partners. Therefore, I don't think the idea of "re-asserting sole rights" is legally tenable. That doesn't happen when a partnership is terminated.

Therefore, I would say that the cautious route would be to locate the ex=partner and offer some sort of resolution -- a buy out or division of partnership assets, rights and claims that favors your ability to claim ownership of the items of (former) partnership property that you consider valuable.

It may indeed not be necessary to be so cautious. Very possibly, the intellectual property that you propose to reclaim and redevelop may have little or no real value as it exists or existed when the partnership ceased to function. The ex-partner may have little or no interest in the property. Therefore, while I'd stop short of "advising" proceeding without a resolution on division of the old partnership's assets, if you decided to do so, I wouldn't criticize it either, at least based on what I know.

I think you probably know at this point that you will need to get real specific advice on this and this website will not get you there.

I have a couple of insights that may be helpful. First, a default general partnership is dissolved when one partner announces that it is dissolved. But you also, I believe, have a written agreement or as you say a letter. This agreement, if it speaks to this issue, will likely control.

One can abandon a partnership. If all business has ceased for anywhere near as long as you describe, I would consider it long dissolved.

Next, trademarks require use to endure. I would conclude nothing here of course, but it sure sounds like the mark has gone abandoned and therefore anyone will be able to use. This means that you would be prudent to first conduct proper due diligence before investing anything further in that brand. Whenever you endeavor into investing in a trademark it is very important that you conduct the proper clearance due diligence upfront and before you submit an application to the USPTO. In the US, this means searching under both federal (USPTO) as well as common law because trademark rights stem from use in this country NOT registration. This means that acquiring a federal registration does not necessarily mean that you are not infringing on another's intellectual property. See the link below for a detailed explanation of the due diligence process and a guide on how to choose a strong trademark.

http://www.lanternlegal.com/trademark_due_diligence.php

http://www.lanternlegal.com/test_trademark.php

Again, you are strongly advised to consult a lawyer in private and explore all your options and objectives. If you would like to discuss further over a free phone consult, feel free to contact me anytime that is convenient.

Kind regards,

Frank

www.LanternLegal.com

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DISCLAIMER: this is not intended to be specific legal advice and should not be relied upon as such. No attorney-client relationship is formed on the basis of this posting.