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Law Pro
Law Pro, Attorney
Category: Business Law
Satisfied Customers: 1668
Experience:  20 years experience in business law - sole proprietor, partnership, and corporations
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Hopefully there is someone out there can give me guidance.

Customer Question

Hopefully there is someone out there can give me guidance.
For the past 18 years I have worked and instructed in my business trade. In the middle of 2009 I decided that I wanted to open my own school and go into business for myself. I did just that, except for one small problem - I made the mistake of partnering as a S-Corp with the son of the owner at establishment where the school is currently located. We partnered as xyz University and filed for a d/b/a as ex. 305-TEACHER. This is also the phone number for the school!
My partners’ contribution toward the business has been basically a start up cost 1,500 which we each contributed equally and have been paid back since. My partner who once had a gung-ho attitude about building and growing the business as well as working and teaching in the business. Has slowly changed his tune to I supply the facility and that’s a large enough contribution, I don’t agree!
On top of that our classroom area has been minimized by his family which owns the facility little by little. Therefore the amounts of classes that can be taught have gone from eight to four classes per month. I am not happy about that. I am also not happy that he hangs over my head that he provides a facility that’s worth 3,000 in rent. There facility isn’t even in use when the school operates. I have looked around and found better locations from 1,500 a month.
However, I am unsure on how to dissolve or rearrange out partnership without putting my intellectual concepts on the line!
I am responsible for putting together the whole business concept ex. 305-TEACHER. I am responsible for obtaining the phone number 305-TEACHER (prior to our partnership).
As per daily operations - I market the business, I’m telemarketing, I close all potential candidates, I am the sole teacher, and without pay! I came up with all the intellectual concepts, the curriculum, textbooks and back office administration in which the school is run. All the knowledge that I have acquired over the past 18 years has been put into the business. He has done nothing more than provide 1,500 dollars and the facility every month. In which he also receives 50% off all profits.
I don’t have a problem keeping our relationship going. However, I just want to make sure that if I were to part ways I am protected with the phone number 305-teacher, the use of the business name 305TEACHER, as well as my book! We have no business agreements in regards XXXXX XXXXX gets what and who owns what, besides being incorporated the same way Director, President, Vice President, Secretary, Treasurer.
The business phone number is XXXXX my personal phone account along with my personal cell phone. It has been this way before I ever entered into the partnership of the S-Corp. He keeps asking me to put the business number into ownership of the corporation by writing something on paper. So far I have not done so, and have decided not to. He gets the phone number, what do I get????? Do, I get any ownership in the building or family business, of course not.
At this time I also have the possibility to open a second location elsewhere as well as having an online store linked into my website. My partner does not anything about these ideas and as I am reluctant to tell him. I don’t want to do anything till I find a way to protect myself.
I don’t want him to benefit from any income that is derived from outside of his location as he is not willing to work! He just seems willing to take. This business is what I see myself doing for the next 20 years or so as it is my passion, my partner has stated to me that this isn’t HIS PASSION AS HE HAS SIDE PROJECTS.

Any suggestions on what I can do. Should I just walk away? Start over elsewhere and incorporate on my own as 305-TEACHER which the name is XXXXX XXXXX to the dept. of Corporations. They state that when using a business name as a dba xyz University does not own the name. Should I incorporate as EX.305TEACHER, inc to protect myself? I am open to suggestions??

Thanks for your time in advance.
Submitted: 3 years ago.
Category: Business Law
Expert:  Fran-mod replied 3 years ago.

My name is Francine, and I’m a Moderator for JustAnswer.

Thanks for your question!

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Customer: replied 3 years ago.

 

Hope this clarifies things. I am looking to secure my individual business concepts before it's too late. The concepts I am looking to secure are as follows - business name, business phone number, and educational materials and ideas(textbook). All of these I ideas and concepts I have personally put together and are my ideas. I currently have an S-Corp with the owner of building. In this building is where our courses take place. He has provided the facility I have provided all of the intellectual properties business, name, business phone number, and textbooks (which I have written). I am the sole instructor and have put together the entire learning curriculum. We are currently incorporated together as eg. XYZ University, Inc and function as a ficticous name under 305TEACHER. Our phone number is XXXXX EG. 305-TEA-CHER same as our d/b/a.

The phone number is XXXXX has always been under my personal phone account. I obtained this number much before we ever entered into our S-Corp. As I said my partner is basically a facilitator and nothing more. I fear that if I don't protect the concept now, if I still can? I can later become expendable as he owns the facility and could operate using my concepts taking everything I have so worked so hard in putting together.

We currently don't have any partnership agreement as who gets what if our business become defunct or we have a disagreement.

 

According to department of corps I was told that XYZ University does not have rights to the name 305TEACHER. Since we are using it as a fictitious name. Should I go ahead and register 305teacher under my personal corp and put the textbooks and phone number as owned by the corp?

Any and all suggestions are needed, thanks.

Expert:  Fran-mod replied 3 years ago.

Hello,

I’ll try to find an Expert to assist you. When the Expert replies, you will receive an email notification. If you find the answer helpful, please remember to click the green Accept button so the Expert is compensated for the answer. Thank you for your continued patience.

Regards,

Fran

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