Business partnerships resemble marriages in many ways. A signed legal document filed with the State of California brings individuals together to work in harmony. But, like many marriages differences and disputes arise. Sometimes leading to a divorce.
When partnerships dissolve or have disagreements, it’s common for misgivings, emotional distress, and loss to affect the partners.
At Stone & Sallus, we are experienced business attorneys in Los Angeles available to help you form a business partnership, resolve a dispute or to dissolve one.
Why Partnership Disputes Happen and Implications of Partnership Disagreements
Why do marital divorces happen? The same question applies to partnerships. Marital couples quarrel. Partners dispute.
If you can’t resolve your differences with your partner(s) and the relationship negatively affects your business, it’s time to consult with one of our partnership lawyers.
A business without unity usually fails. Don’t let disputes with your partner(s) destroy your business!
About Our Partnership Dispute Attorneys and Types of Partnership Disputes We Handle
At Stone & Sallus our partnership dispute attorneys possess the knowledge and experience to counsel partners about their rights when disputes occur.
The common types of partnership disputes include:
- Business decision disputes;
- Unrealized business goals;
- Unfulfilled initial objectives;
- Diminished cash flow;
- Business failures;
- A partner experiences a personal life challenge;
- Economic pressures;
- Undue influence from others outside of the partnership; or
- An opportunity to succeed in a different business.
More reasons exist for partners disputing. Partners must resolve them before it ruins the business. Don’t lose customers or clients, and end up in bankruptcy or total termination.
Stone & Sallus offer dispute resolution services for partnerships like arbitration or mediation and other Alternative Dispute Resolution (ADR) options.
But, when all attempts to resolve disputes fail, consult with one of our business partnership lawyers to know your rights and how to protect them.
No matter if your dispute exists in a partnership, joint venture, LLC, or a small company. Our partnership dispute attorneys can help you.
Don’t wait until your partnership dispute drives customers and clients away. Leading to lost profits and inability to pay the debts. Deal with it right away. If your dispute leads to litigation you need to consult with us to represent you to file or defend a lawsuit.
Our Los Angeles Partnership Lawyers Will Help You
Aside from the types of disputes listed above. Typical issues arise at the heart of partnership disputes. As your lawyer, we look at all possible issues and try to deal with them right away.
We help partnership disputes in our clients’ favor in the following ways.
Reviewing the Partnership Agreement
We begin with reviewing the Partnership Agreement PA). It’s a legally binding contract that all parties signed. The PA contains the entire business structure. Typical PAs address:
Percentage of Ownership
The partners agree to what each partner contributes to the business. Partners usually make capital contributions like cash, real estate, equipment, vehicles, or services. Placing a value for each one. These contributions dictate the percentage of ownership each partner maintains in the business.
Division of Profits and Loss
Partners agree to share the profits and losses according to their ownership percentage. The PA should also state when to withdraw profits from the business.
Length of the Partnership
Most partnerships continue for an unspecified time. Others contemplate the future with dissolution based upon specific milestones or years.
Resolving Disputes
Most conflicts occur over decision making and differences between partners. The PA should address this by including a voting system. Or, a method to enforce a checks and balances system among the partners. Sometimes, the partner(s) with the majority ownership percentage rule like kings.
The PA also needs to address disputes and how to resolve them. Some PAs provide arbitration or mediation clauses to resolve disagreements between partners. Otherwise, court intervention becomes necessary.
Authority
The PA should define “partner authority” also known as “binding power”. A minority partner shouldn’t bind the partnership to contracts and debts. The PA should specify which partners bind the partnership.
Withdrawal or Death
When a partner dies or withdraws from the business (like quitting or retiring) the PA should contain rules about the process. The PA should include a buy-and-sell clause to partners detailing the valuation process. So one or more partners may buy out the one withdrawing.
In case of death, the PA may require partners to maintain a life insurance policy designating one or more partners as the beneficiaries.
Dissolution
If one or more partners wish to dissolve the partnership the PA should address this. Otherwise, a lawsuit attempts to dissolve the partnership.
Issues outside the Partnership Agreement
Actions occurring in or outside of the partnership create problems. They include issues like:
Misappropriating Funds
Accusations that one or more partners stole business funds. Embezzlement and theft of funds are criminal acts subject to prosecution. Also, the aggrieved partners may bring a lawsuit to recover the funds.
Breach of Fiduciary Duty
Some disputes include allegations of one or more partners breaching their fiduciary duties. California laws address fiduciary duty along with penalties and remedies when violated.
Marital Divorce
A partner might experience a marital divorce. Where the spouse seeks partnership funds and property. How the PA addresses a partner’s divorce becomes critical.
Probate
When a partner passes away a testamentary will (or living trust) may specify if heirs get the partner’s share. Again, the PA should contain terms dealing with a partner’s death.
Results-Focused Representation
Our Attorneys at Stone & Sallus helped a married couple who trusted a family friend enough to loan him a large sum of money that would help him with his business. The couple executed a promissory note to be paid back within a month. The contract referred to using the friend’s home as collateral but there was no deed of trust drafted or filed to memorialize it. Over 3 years later, no payments had been made!
We filed a lawsuit against the friend and his business who continued to do poor-quality work for the married couple. We filed various lis pendens’ (notices of pending actions) on title to tie up the properties owned by the business. In the meantime, their attorney filed a motion to be relieved as counsel due to their failure to communicate.
Since a business must be represented, the court struck the answer filed and we proceeded against the business and its properties by default. We were able to file the lawsuit within the proper statute of limitations (4 years) to protect our clients’ claims and receive a judgment in our clients favor.
Contact us for all your business partnership formation, disputes, litigation, or dissolution needs. Our partnership dispute attorneys in Los Angeles will help you to resolve disputes, file a lawsuit on your behalf or defend you if a partner sues you.
