Legal Question in Business Law in California

Trouble with Partnership

Since August 2006 Z. and myself

have been in a partnership of an

international California Wine export

business to Central Europe. We

operate an LLC. R never signed the

operational agrement. He lives in the

USA with a green card. He carries

about a $40 thousand credit card

deb.

We planed to marry March 2009. He

went and staid in Central Europe

during November and December

2008 to sell a shipment of wine that

we had sent earlier. He returned in

love with someone else and no

money. On Feb 14, 2009 he left

again to EU with the purpose to sell

the wine. He came back with $700.

00 . Then he went back for the last 2

weeks of March. Over the phone on

March 23 he told me he had gotten

married during the previous trip in

Feb. 21st.

I have used all of my savings and

also about 30 thousand dollar from

credit cards to pay the shipment of

wine that is in Europe. We also owe

$2000 to the bookkeeper and $800

LLC fee.

Since the situation with my partner

has changed I wonder how can I

either;

Divest myself from the business

without any legal and more economic

repercussions and how to protect my

interest.

Thanks XXX


Asked on 4/13/09, 2:09 am

4 Answers from Attorneys
Mark Muntean Mark Muntean, Attorney at Law

Re: Trouble with Partnership

You may also consider suing your former partner for stealing the inventory (at least your half of the inventory).

You can dissolve the LLC with the California State Secretary and publish a notice in a newspaper of general circulation.

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Answered on 4/13/09, 11:03 am
Adam Telanoff Telanoff & Telanoff

Re: Trouble with Partnership

You are in a heap of trouble, but you already know that.

I can only give general advice in this context, specific advice would require you hiring me and providing me with all of the facts.

The biggest problem you face is your partner has no money and all of your assets (the wine). He also has them in central Europe, which is not the best place to have them. Although Germany would be a lot better for you than a former Soviet satellite.

You can bankrupt the LLC, and move on with your life. This would leave you with only your personal debts.

You can sue your partner, but he seems to be "judgment proof" having no money in this country, at least. The LLC owns the wine, but, frankly, you will never find it.

I am sorry that you find yourself in this mess, and wish you luck.

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Answered on 4/13/09, 11:16 am
OCEAN BEACH ASSOCIATES OCEAN BEACH ASSOCIATES

Re: Trouble with Partnership

I am sorry to hear of your personal and business losses. You should dissolve the partnership and get a judgment against your partner for the funds that absconded with. Contact me directly.

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Answered on 4/13/09, 12:38 pm
Terry A. Nelson Nelson & Lawless

Re: Trouble with Partnership

By negotiating a full settlement of all the partnership issues in a dissolution of partnership or in a buy/sell agreement between partners. If you're looking for a one line magic solution to your problems, dream on. You'll continue to be personally at risk of lawsuit from any creditors or parties claiming against the partnership even after it is wound down. That's why I NEVER allow my clients to enter general partnerships - they have unlimited liability for all acts of all partners. If you're serious about getting the legal help you'll need, feel free to contact me.

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Answered on 4/13/09, 5:39 pm


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