Legal Question in Business Law in Texas

Hi, I have a scenario...5 nurses each contributed money to form a home health care services company. After 4 years they have finally cpmpleteds all the necessary registrations and licensing so they can begin operating anytime. The problem is, 2 of the partners have had a feud and the other one decided to back out of the business taking with him their bylaws of incorporation. He said he will only give it back if he gets his money back, principal plus his share of the increased value of the company. Is he correct in claiming not only his principal but the share in increase in the company's value as well when the company have not even realized any income yet? How can the remaining 4 partners get the by-laws from the one who backed out. Was what he did considered stealing? Can the 4 partners sue him for stealing the company's bylaws of incorporation?

Thank you.


Asked on 11/29/10, 11:16 am

1 Answer from Attorneys
Kevin B. Murphy Franchise Foundations, APC

As a Franchise Attorney I assume when you say "partners" you are referring to shareholders of the corporation. Any shareholder, in the absence of a written agreement, is not entitled to anything except their stock. And that's a risk for any stockholder in a small (or large, for that matter) company. It sounds like he misappropriated company documents (bylaws, etc.) and you may wish to consider filing a police report. The corporation can also consider filing a lawsuit against him for return of what he took. Consult with a good business or franchise attorney in your area for specific advice.

Mr. Franchise - Kevin B. Murphy, B.S., M.B.A., J.D.

Franchise Foundations, a Professional Corporation

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Answered on 12/04/10, 11:51 am


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