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Good morning. First, on the personal guaranty on the lease....even though you may have personally guaranteed the lease, neither you nor the LLC is going to have any liability for the lease because your landlord...whether it be the original owner or the bank after foreclosure....has not performed due to you having no CO and thus is in default. That gives the LLC the right to terminate. Second, whether you are entitled to any financial recovery is going to depend upon whether the LLC has any value as it stands now. If not, no matter what you may have invested, since there is no operating agreement, you would simply be entitled to 50% of whatever the LLC is worth. If it has hard assets, you would value those and be entitled to 50%. But, since your partner wants to continue, you may have some leverage for him to be willing to pay you to leave. Third, the only personal liability you have here is the guarantee of the lease since the LLC is a limited liability entity. Though the landlord is in default, it's always best to avoid lawsuits, so if you can get a release from your partner and, more importantly from the bank, from any obligation on the lease; and since the value of your interest is probably minimal, if you can walk away with no worries about the lease going forward, that would, in my view, likely be your best path to pursue.
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