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Sean, Experienced lawyer
Category: Australia Law
Satisfied Customers: 855
Experience:  Law degree with 1st class honours from Australian National University.
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Hi, over a year ago I signed a partnership agreement with a

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Hi, over a year ago I signed a partnership agreement with a business partner in the United States. This partner has not made any payments. This person proceeded to convert the partnership to an LLC. Is there any possible remedy?

Hello and thank you for your question. My name is XXXXX XXXXX I would be happy to assist you with this.

Can you tell me, where there many assets in the partnership?

Was there a significant amount of income that you expected you would receive a portion of?

Customer: replied 3 years ago.

No there wasn't many assets in the partnership. The income expected was more supplementary to my main income. It was significant but not extraordinary.

Ok thanks. You would definitely have a claim against him if he didn't distribute any income to you from the partnership. Also, if he assigned the goodwill in the partnership to the LLC without your consent you would have a claim there too.

The thing to consider here would be whether it is worth your while pursuing it, which would depend on the amount of money involved. You would need to engage a lawyer in the US to pursue this for you.

You could start with a letter of demand and see whether that makes him come to the table and negotiate a settlement. If not, you would need to consider whether to take court proceedings.

Customer: replied 3 years ago.

The contract, from what I can gather, wasn't legally drawn up. It was a template partnership agreement; is that still a valid partnership agreement? There was consideration, the address of the partnership, my ownership detailed, and duties that I was to perform. I don't really want to send it on this site, but, generally, could it be valid provided it's from a template? I'm planning on seeing a solicitor soon.

Yes, it is fine to use a template partnership agreement. As long as your details were included in it and you were both in agreement that that was the agreement the partnership would work under, then that agreement will apply and be legally binding. The question won't be whether it was a template, but rather whether you both agreed to operate under it. If this is the case, it will be legally binding.

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