Legal Question in Business Law in Iowa

Partnership Agreement

We are a small children's bilingual picture book publisher. The illustrator for our books was to be a third partner. We constructed a partnership agreement but he never signed. He is not on the LLC nor do we have any written agreement. For over three years we have been paying his monthly expenses for the illustration,which was his contribution to the project. In the meantime, he decided to quit the project but still expects to maintain a position of a partner, should the project go forward and begin to make money in the future. He does not want to be responsible for any current or future debt only the profit. We are now forced to either close the project/company and/or hire an illustrator to allow us to go forward.

Does this illustrator who quit have any legal claim to the copyrights (poor man copyright in the name of the LLC) and/or future profits from the work completed by the three of us, even though, he never signed a agreement or partnership?


Asked on 7/24/06, 5:11 pm

1 Answer from Attorneys
Robert Luedeman solo practitioner

Re: Partnership Agreement

A most interesting question, and I see you are right in my neighborhood.

I think your illustrator is misinformed. I would say that unless this person can prove up an inadvertent partnership that survived the conversion to a limited liability company he may be out of luck. But that does not mean he won't try. Be prepared to defend against a lawsuit.

The other thing is, if he wants to be a partner he gets his share of the debt, past present and future, and he cannot avoid that. There's no way out of it.

With respect to the issue of copyright, in whose name is it? Is there a license anywhere?

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Answered on 7/24/06, 5:29 pm


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