Legal Question in Business Law in Ohio

Follow Up to Setting Up Limited Liability Partnership in Ohio - Sorry I am not sure How I can reply to my own Question to Offer further Information: Maybe writing this more succinctly will offer a better picture. I tried t keep it brief but that has appeared to create confusion and lose a lot of what needed said in translation.

1) The Company was set up as: DOMESTIC LIMITED LIABILITY COMPANY

2) ARTICLES OF ORGNZTN/DOM. PROFIT LIM.LIAB. CO.

3) My Partner is Named as the Registrant on the LLC but I was told it is set up as a 50-50 Equal Partnership by the CPA who helped set up the LLC.

Problem:

I made the huge error of not having a written contract prior to entering into business with the individual. We were approved to run a program (more specifically I received approval) and then brought her on board to help together an LLC was established. Unfortunately, the woman failed to carry her weight throughout.

Her demeanor almost cost us our location, as she went on a raging tirade to our lessee. She made anti semetic remarks to one of our contractors in front of other individuals and proceeded to make the same comments repeatedly to myself.

The woman failed to assist or correctly perform her duties, resulting in tremendous workloads that required triple time on my part to salvage the damage the woman continued to cause. I have on record an Email I sent about her behavior (tirades, anti antisemitism, etc) outlining that I would be charging her for any work completed that was intended to be split along with my disapproval of her conduct. While we had no written agreement, the work load was suppose to be divided equitably.

Ultimately, the program we ran has ended and I am STILL left cleaning up the mess. The woman has failed to assist.

Since no written agreement exists, but I do have an email outlining her lack of fulfilling obligations, her anti semetic and irrational behavior (witnessed countless times), do I have any legal standing to take her to at least small claims and recoup monetary damage for time spent and her defamation?

The Company has not yet been dissolved and taxes have not yet been paid. However, while the company does have "money", it has been withdrawn by each party (Herself and I ) from the account as it comes in. Thus, the account used to pay bills has very little proceeds. Still one or two final checks are due in.

I hope this offers more clarification and will now be able to receive a proper answer.


Asked on 6/13/12, 4:39 pm

1 Answer from Attorneys
Daniel Myers Myers Law, LLC

The advice you are looking for now really can't be answered for free on a website. You should contact an attorney in your area.

I can tell you that if you have registered an LLC, you do not have a limited liability partnership, although if you and this other individual are both members of the LLC, you may be able to treat it as a partnership.

It sounds like the stress and money involved is great enough for you to contact and retain an attorney.

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Answered on 6/23/12, 2:19 pm


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