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Richard, Attorney
Category: Business Law
Satisfied Customers: 55278
Experience:  32 years of experience practicing law and a businessman.
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I have a business partner that forced his position to be controlling

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I have a business partner that forced his position to be controlling partner as far as all decisions etc. He is violating the fiduciary duty and duty of loyalty to the LLC as he driven book keeping to be a mess, also preventing to hire a CPA. He is also making very reckless financial decisions . LLC has accumulated a lot of debt and past due accounts due to that fact. How I can get out of this company without being dragged down into eventual bankruptcy? Also can I get a restraining order against my partner if he threatens violence etc?

Good afternoon. What is the ownership breakdown of your business? And, do you have a partnership agreement that addresses any of this?

Customer: replied 5 years ago.
did you get my response ?
I did not...Can you repost it for me on this thread?
Customer: replied 5 years ago.
Sorry looks like my previous response did not post.

So we are 50/50 pruners. Yes there is basic operating agreement. From what I could read it says we should go thru mediation first if they are disputes. Also it says 3 months notice should be given in case of partner withdrawal.

Thanks. Both of you have a fiduciary duty to each other and the business. If he is taking action that would not constitute reasonable decisions by a business man, you could seek an injunction to prevent these actions. Furthermore, as only a 50% owner, he has no greater rights than you have. I would force the issue by either buying him out or forcing him to buy you. If he will not agree, I would file a suit to force the judicial dissolution of the partnership. In the meantime, if he becomes violent in any way, you can both contact the district attorney to pursue criminal prosecution and/or seek a restraining order.


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Customer: replied 5 years ago.
Thanks so much for the answer.
I guess the issue with be how do I get out of this clean as I did personal guarantees on everything.
He is a felon with screwed up credit file so he could not sign for a lot of things.

You're welcome. I would force the issue by giving him an ultimatum...get out with whatever you are willing to pay him and assign his interest to you or you will have no chance but to file civil suit against him and look into any possible criminal violations. You don't want to threaten criminal prosecution, but you can let him know you will be looking into all your options.