Legal Question in Business Law in California

Partnership agreements often contain provisions that state how notice to other partners is to be given. If there is no such provision in the agreement, then E-mail notice, actually received, should be sufficient in term of the process for any notice.

The agreement also should tell you what you need to do to leave the partnership. If the agreement is silent, then California law applies. Your notice should be sufficient to satisfy the law, but it may depend on the wording that you used. I cannot tell you if it is sufficient under the terms of your agreement

If you wish to try to recover your losses from the majority partner, or if you want to be absolutely sure you are dissociated from the partnership, you should consult with a California lawyer. Many will hold that consultation by telephone, Skype, or other VoIP service. I know I have done that with clients on many occasions. Please feel free to contact me if you are interested in pursuing this matter further.

California general partnerships are governed by the "Uniform Partnership Act of 1994" which is codified in the California Corporations Code at sections 16100 et seq. This law is not entirely "uniform" with the general partnership laws of other states, but it is close to MOST other states' laws on general partnerships, and even the section numbering will bear a resemblance to the partnership laws of other states (usually, at least).

To start, section 16102 deals with "Knowledge; Notice; Notification" and in particular subsections 16102(d)(2) and 16102(f) may be relevant to your situation. I'd say an e-mail notification would be effective notice I'd say an e-mail notice would be legally given to a partnership if clearly and unambiguously worded and sent to any other partner at an e-mail address known to be used by that partner for partnership business purposes and no notice was received from the e-mail service provider of a delivery failure.

Next, the right to, and the process of, partner dissociation is discussed in section 16601 to 16603 and 16701 to 16705. You have an absolute right to dissociate per 16602(a), and the dissociation may be either "rightful" or "wrongful." Most likely, you can dissociate immediately but that would be considered "wrongful;" in order to withdraw "rightfully," you'd have to comply with the six-month notice provision of the agreement. The wording of your notice would govern.

Section 16701 deals with buyout of a dissociated partner's interest. (Note that 16701.5 provides exceptions to 16701, but they don't seem to apply in your case.) In particular, 16701(a) says, "If a partner is dissociated from a partnership, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined by subdivision (b)." When you go to 16701(b), you get rules for determining the buyout price (going concern vs. liquidation value, etc.) that may not be favorable to you if the partnership was failing.

Also note that the partnership may invoke provisions where it may get damages for wrongful dissociation ore delay payment of your buyout price under 16701(c) and/or 16701(h).

The partnership agreement can modify many, but not all, of the statutory rules, so you need to read it carefully alongside the partnership law.

Finally, I would be pleased to discuss the specifics of your situation by e-mail or phone.