Legal Question in Business Law in New York

There are 3 business partners in my company including me. We operate under an LLC which Partner 1 registered. I entered into a partnership and eventually another partner joined after. We all signed a Partnership agreement under the LLC name. Partner 1 was not performing, so I and partner 2 decided to excercise a buyout option which is provisioned in our partnership agreement, but tried to negotiate the terms. Partner 1 had sent us a contract to buy out his shares, which contained unacceptable terms, and claimed that the contract was non-negotiable. We didn't sign. Throughout a span of 3 months he had blocked our email addresses (a primary source of communication) as well as bank accounts, and other services. He descretely snuck into the office and "stole" my computer which contained many years of my work which included investor contacts (High Net Worth), client contacts, marketing materials, client's and investor's financials, and other intellectual property as well as furniture and other items belonging to the company. He also took files which contained an original-signed copy of the partnership agreement, and all corporate filings, in order to restrict me from having access to them.

While all of this is happening, I'm trying to run the firm and continue working. I had went to the bank and opened a new bank account under the company's LLC, which I had deposited money of which were client's due-diligence deposits and our application fees.

He's claiming that because he was the registrant of the LLC, both I and partner 2 are not partners rather employees. In addition, partner 1 had sent an email to our clients that partner 2 was "terminated". how can he do that, if partner 2 is a partner not an employee. We're now forced to work from our personal email accounts and don't have access to any of our records. I don't know what to do. Please help somebody.


Asked on 1/22/12, 5:13 pm

2 Answers from Attorneys

This is a serious matter that you are describing. There's a lot here to examine including the "partnership agreement" (i.e. the operating agreement of the LLC) and any other agreements you may have signed or committed to including the latest proposed buyout agreement. Then the issues of the office being vandalized and your computer being stolen, the opening of a new bank account under the LLC's name and hacking into the company's email system to name a few.

You need to move fast before any additional damage can be done. As noted above, initially the documents would need to be reviewed, the bank would need to be notified and possibly a cease and desist letter sent to this person. Then one would also need to contemplate contacting the police and filing a criminal complaint. Finally, if the matter cannot be resolved through negotiations, a court action would have to be initiated seeking a declaratory judgment, damages, judicial dissolution of the LLC and distribution of the assets.

Please contact my office as soon as possible to further discuss this.

Roman R. Fichman, Esq.

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Disclaimer: This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.

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Answered on 1/22/12, 10:49 pm
Walter LeVine Walter D. LeVine, Esq.

I agree that many issues are raised. I suggest immediately retaining a good local litigator and starting suit, including a request for injunctive relief. This post has been written for educational purposes only and was not meant to be legal advice and should not be construed as legal advice or be relied upon. The post may contain errors, inaccuracies and/or omissions. You should always consult an attorney admitted to practice in your jurisdiction for specific advice. This post may be deemed as Attorney Advertising.

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Answered on 1/23/12, 8:23 am


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