Legal Question in Business Law in Texas

Re: Return of Itellectual Property

It appears as if you'll have to sue the LLC and the majority shareholder.

Re: Return of Itellectual Property

First, is it a LLC or a corporation, two different entities.

Second, in any business dealing, you must look to the signed agreement(s)rather than just rely on what was agreed to orally. If the member holding the majority interest promised to contribute cash,

property, etc. to the LLC, it must be in writing and signed by the member. Look to the Articles of Organization and/or Regulations to

determine if that is what was agreed to in writing. Since the Regulations of the LLC functions as an operating agreement amongst the

members, look to that for guidance with respect to the consequences of a member's failure to make a payment, either by cash or transfer of

property, as required by an enforceable promise.

Re: Return of Itellectual Property

I have looked at two other repies but will through in my comments for what they are worth. It appears that the agreement was that for your equity you contributed IP. The majority owner was to contribute funding etc. If he/she did not then it could be argued no consideration was paid for the maojrity of the LLC interests. Thus you would own all of the outstanding interests. The problem is this type of dispute will most likely only be solved by litigation, particulary if the IP has substantial value. If there is a seperate agreement covering the transfer of your IP rights, that agreemetn would govern. In view of your question however I doubt that is the case. Larry Maun 713.266.2560