Legal Question in Business Law in Texas

Getting rid of a non-contributing partner

I am a franchisee with three other partners. We are involved in 4 franchises together. (same franchise) One of the partners and myself are partners for 25 years, he brought in two of his family members 6 years ago-gave them most of the stock they have now-the shares are divided Him/me/them: 40/30/30, 50/30/20, 40/20/40, 50/25/25. 'He' and 'they' had a major falling out 2 years ago, and told them to leave the business for good, (they were not contributing whatsoever in their roles), but we have continued to pay them their monthly portions, while trying to figure out what we can legally do either to oust them, or everybody sell out completely. Can they hang on to their shares forever, or can we either re-form another company without them, or force a buyout (at what price, if so?). They are talking to a lawyer now, who I think must be telling them they have a leg to stand on, whereas a lawyer told me they don't. Do they? Would a lawyer help them fight even if they don't have much chance?


Asked on 2/27/04, 10:41 pm

2 Answers from Attorneys
Mark Siegel Law Offices of Mark J. Siegel

Re: Getting rid of a non-contributing partner

It would appear that you and your main partner have the controlling shares and can do certain things because of this majority. However, your written agreements are also important as to the rights and obligations between the parties. Call me at 214-520-0000 for more information if you desire.

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Answered on 2/27/04, 11:41 pm
Peter Bradie Bradie, Bradie & Bradie

Re: Getting rid of a non-contributing partner

It sounds more like a corporate structure, or an LLC, than a partnership. In any event, you'd have to look at all the writings (bylaws, agreements, etc.) to see just what you can and cannot do.

Spending some time and money with a business lawyer would probably pay well.

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Answered on 2/28/04, 12:16 pm


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