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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