Ask a Business Lawyer. Get Business Law Questions Answered ASAP.
I am happy to help. It may be beneficial for us to talk via telephone in order to talk through the myriad of issues associated with a transaction. Generally, they are jointly liable for any debts that occurred while they were part of the partnership. You may actually want to consider having the company appraised by an independent appraiser. They can value the assets vs. the debts to help determine a good starting base for what their interest is worth. Once you have that in writing, working through the other issues becomes a lot easier. One way to motivate them to perhaps exit the company would be to offer to indemnify them against any debts that are collected. Indemnity means you cover their legal expenses and any damages. While that is not a great position to be in for you, it may be the best way to motivate them to sell off for a lower amount or you can ask for more money since you are agreeing to assume all liabilities. Like I said, a phone call might be easier as there is no 100% correct answer here.