Until three weeks ago when I resigned, I was a junior partner in a small investment
firm. I decided to resign because I did not agree with the fund performance data that was being reported to investors. I told the Managing Partner my reason for resigning in my resignation letter.
Since resigning, I have been discussing the terms of a separation agreement with the Managing Partner. We both agree that it may be worthwhile to reiterate the terms of our existing General Partnership Operating Agreement
and a Side Letter Agreement between us. These agreements state that if I leave the partnership
for any reason, I am free of any obligation to invest more money. (I have already invested $40K out of a $150K commitment.) The agreements also state that I retain part of my interest in the fund and can receive a partial refund of the $40K.
The separation agreement will also deal with other issues. For example, I was prepaid for the fourth quarter of 2009. In my resignation letter, I offered that I would continue to work until the end the year, but the Managing Partner has cut me off from doing any further work. So, this needs to be resolved.
Regarding the separation agreement, the Managing Partner said last week that he would “turn the issue over to an attorney”, apparently to review all previous documents and to draft the separation agreement. The Operating Agreement states that any disputes will be resolved via arbitration, but it has not yet come to that.
I have three questions about this situation.
1. Today the Managing Partner sent me an email asking me to immediately turn over all accounting and financial files to him. I had previously told him that I would transfer all of these files as part of the settlement
agreement. This is my main source of bargaining leverage. How should I respond? Can I continue to say that the files will be transferred as part of the agreement?
2. What about the wages I have been prepaid? Will I need to return the money if I am willing to work but I am prevented from doing so?
3. I told two friends my reason for leaving the firm and somehow this information got back to the Managing Partner. He is upset about this. Do I have any risk because of this? I said nothing that is not true.