Legal Question in Business Law in Wisconsin

I'm interested in pursuing a lawsuit against a business partner of mine. There are 3 of us involved in snack cheese packaging plant business and one of us is the managing member because he has another business and is connected in the industry. We are all equal owners and share equal risks since we deposited the same amount of money and have the same responsibility on the bank note.

The problem I have is the managing member refuses to involve me in the decision making and operations. This has been going on since day one, roughly 1.5 years ago and caught me totally off guard. We've had several conversations about it and I get a lame excuse. It wasn't until a little over a week ago that he finally came clean after I confronted him again where he said" I never wanted you involved from the beginning". He wants to run the entire business by himself and does not want to answer to anyone. He can not be trusted and has shown some shady behaviors that I confronted him on.

What can I do? I've been misrepresented the entire time.


Asked on 4/12/10, 10:52 am

1 Answer from Attorneys
Thomas Schober Schober Schober & Mitchell, S.C.

You refer to "managing member," so I presume the three of you are doing business as an LLC, or Limited Liability Company. As such, you have two documents that control your operations: Articles of Organization and an Operating Agreement. You could have also signed other owner agreements. These documents, taken together, set forth the rights of the parties. It is pretty hard to argue that things are "misrepresented" if they are clearly set forth in these documents. So the first thing you have to do is have an experienced business attorney read those documents, hear your side of the story, and advise you as to what your rights are. If any of those documents were obtained fraudently, there may be all kinds of legal grounds for an action. It's hard to tell at this point.

I am an experienced business attorney, but I leave my more experienced litigation partners handle matters that get into litigation. That gives me more leverage when negotiating, since if it doesn't get done while I negotiate, a matter moves on to another attorney in our firm, and the other side feels they are "starting all over again." That often times keeps them at the table until we resolve things.

Good luck resolving your matter and if I may be of further help, just let me know.

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Answered on 4/19/10, 7:34 am


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