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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 88415
Experience:  All corporate law, including non-profits and charitable fraternal organizations.
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I am a General Manager at a small retail leasing company (mall)

Resolved Question:

I am a General Manager at a small retail leasing company (mall) grossing about $1,000,000 per year. Most of it goes to rent and utilities, but it is profitable.
The company I work for is a LLP, with two equal partners (49.5%) and a General Partner (1%) that is the company itself.
It has been around about 10 years, and I was hired 9 years ago. I have worked full-time on salary to make the company into a profitable business. The LLP was formed with no written Operational Agreement, just an informal agreement that has evolved over time.
I pretty much run the company, books, staff, payroll, rent, savings, banking. The partners drop in now and then, but they don't interfere with the company, except to take out money for themselves now and then.
Recently, one of the partners wants an active role, and has lost his real job and now wants mine and my salary. He has threatened to replace me with a bookkeeper and a part-time worker.

Logistic argument aside, is it possible for him to do that?
Does he need the approval of the other partner?
How can I fight this hostile takeover of my position and income?
He probably wants me to quit, but I like my job and want to stay as long as he has no power over my decisions and how I do my job.
Any ideas?
Submitted: 2 years ago.
Category: Business Law
Expert:  Law Educator, Esq. replied 2 years ago.
Absent any written contractual agreement to the contrary, you are merely an at will employee and the LLP can terminate you for no reason at all. As far as needing the consent of the other partner, absent a contractual partnership agreement each partner has equal rights to work in the business and make decisions and any dispute over those decisions is between the partners and the employee has no say. Thus, the botXXXXX XXXXXne on this, if either partner wants to remove you, they have a right to do so unless they have some partnership agreement between them restricting that right.


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Customer: replied 2 years ago.
In the event I can get them to agree to keep me on in some capacity, it looks like I have 3 choices:
  1. Join the LLP with an agreement in place that protects my position.
  2. Get the LLP to come up with an agreement within the LLP to restrict one partner's actions unless there is agreement from the other.
  3. Get a separate employment contract for myself and my staff that protects my position and compensates me in the event of termination.
Any other options?
Where can I find these or other documents that will protect me in the future from worrying about this? I'm certainly not qualified to write them.
Expert:  Law Educator, Esq. replied 2 years ago.
All of your choices are going to be solely at the discretion of the LLP and all you can do is ask for any one of those agreements. Depending on which the LLP agrees to would depend on what type of document you would require and they would have to be drafted from scratch depending on which deal you can get them to agree upon, meaning you would need to sit with a local employment law attorney to draft the proper agreement based on what they agree upon.

Unfortunately, you are at the mercy of the LLP, so your options are limited and you really have no rights to force the LLP to do anything in this type of case.
Law Educator, Esq., Attorney
Category: Business Law
Satisfied Customers: 88415
Experience: All corporate law, including non-profits and charitable fraternal organizations.
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