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Richard
Richard, Attorney
Category: Business Law
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Experience:  32 years of experience practicing law and a businessman.
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Heres my situation. I opened a LLC on Nevada with a business

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Here's my situation. I opened a LLC on Nevada with a business partner of mine. The business is a mobile application that is solely my idea and my design. According the LLC documents, she has claim to 50% of the LLC. Now, when we looking for a developer to code the mobile app, she had a referral. After looking at his portfolio we decided to go with her referral. Later after we has signed a contract with this developer, I find out that the portfolio he showed us was not his work, his work was not congruent to the portfolio he showed, and her referral was someone that she was dating. This was something I did not appreciate because of the conflict of interest. This lead many arguments because I felt I was deceived. Eventually, she wrote me an email stating that she no longer wanted to be a part of the business...but she wanted a buyout of $19,000. Individually we both put in $16,000 but I put in all the work and this business was my idea. I still have faith in the business but i need to continue without her as a partner. I also do not feel she is deserving of a $19,000 buyout since it was her bad judgement to refer someone that was someone she was dating and a fraud.

I am attached to the name of the business which is trademarked and owned by both of us. But I'm not willing to pay $19,000 to keep the business name AND remove her completely from the LLC. My question is this...how can I legally remove her from the LLC and trademark? And is there a way I can get out paying her $19,000 which she completely does not deserve?
Submitted: 4 years ago.
Category: Business Law
Expert:  Richard replied 4 years ago.

Good afternoon. You will need to make an agreement with her to get her out to avoid a dissolution where she claims 50% of the assets. If the LLC doesn't have any provision regarding buy out, then if she won't leave, that's what you would have to do...and then you wouldn't get to own the intellectual property yourself. Your leverage here is the action with this guy and her breach of fiduciary duty to the LLC and to you. You should let her know that if she doesn't accept what is agreeable to you, you will have no choice but to file a claim against both her and this guy for fraud, breach of fiduciary duty, bad faith, and conflict of interest....asking for both actual and punitive damages. That should give you the leverage you need.

 

 

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Customer: replied 4 years ago.
Oh, another thing I forgot to mention (although I'm not sure if it matters) is that we have not made any money from this business. Also, do you think it would cost more than $19,000 to take action against this developer and her breach of fiduciary duty to the LLC and to myself?
Expert:  Richard replied 4 years ago.

You should easily be able to win this suit for less....in all likelihood the threat or simply the filing of the suit is all you will need to.....and any damage award will include your legal fees on this. You only owe her the 1/2 of the value of the LLC at best....so if it has no current fair market value, she isn't due much.

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