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1) now that we are an LLC, do we still follow the same agreement my partner made to not compete? My assumption is yes. - Yes, assuming this is still the same legal entity (that is, that you were operating under the same or similar agreement, and the only modification is that you formed the LLC.
2) My non-compete is up in a few months, do I/LLC have to follow the same stipulations as the settlement my partner made? - No, so long as you did not sign the settlement agreement. As for the LLC, that's a bit more difficult to say, but assuming that the non-compete that he bound the partnership to was his noncompete, and not yours, or not the partnership not competing, then your non-compete would not be implicated by that.
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got it, he settled on his non compete, but i think the company/partnership name was listed as well
i never signed anything
And ultimately it would depend on the nature of what he specifically signed AND the partnership that was indicated. Changing the legal structure to an LLC might change the terms, but it depends on whether the settlement says that "successors" are bound to this agreement as well.
As a partner to the partnership, he can bind the partnership.
But it would be the GP that would be bound, if there was no "successor" language that was in the agreement.
right...even if his membership to the partnership ceased, if he bound the partnership, it still has to follow the agreement
i'll check the language of the agreement...i would be surprised if successors aren't mentioned, but i dont' know specifically
Yes, that's correct.
(that the partnership would be bound to follow)
The reason is that he, in his official capacity, bound the partnership.
Now you could start your own business, and assuming there is not any "agents" "employees" "contractors" etc... language in that settlement, you could contract with the partnership to do this business.
Ultimately it depends on the specific language of that settlement agreement.
thanks, XXXXX XXXXX things up a bit