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TexLaw, Attorney
Category: Business Law
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Experience:  Internationational Commercial Attorney
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Brooks – Mustic Business Partnership . • In July 2008, a

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Brooks – Mustic Business Partnership
• In July 2008, a friend asked me to partner with him in a business in Gwinnett County, Georgia. In Georgia, a person needs a State Contractors License to open a business. He needed me as a partner since I have a State Contractors License required to open a business. His promise to me was I can retire and draw $24000 and he’d run the business.
• For 4 years, I listened to excuses from my partner that business was slow and he never paid me a cent. I gathered evidence he was making good money and being untruthful to me.
• In August 2012 I had enough evidence that my partner had been untruthful to me and really only wanted me as a partner to gain access to my State License. I informed him the partnership was over and I wanted payment to end the partnership. He denied paying me anything.
• I figured it up and I saved him $200-320K over 4years by being his partner. Without me and my State Contractors License, he would have had to hire an employee who was State Licensed. So, I saved him overhead expense.
• Also, he commented he’s paid himself $80k for 4 years and he’s enjoyed 100% the total company profits.

My question is what all can I sue him for?
I am thinking this is a case of unjust enrichment.
I am figuring $24,000 per year (2009-2012) for the past 4 years which would total $96,000.
Or, can I only sue for 50% profit even though we verbally agreed to $24k per year?
Can I sue for a percentage of the savings that occurred over the years 2009-2012 since he saved $200-320K by using my license?
I am also figuring I should be able to sue for a percentage of profits, equipment purchased, etc. during 2009-2012.

Thank you for your question.

Just to make sure that we are on the same page, can you please answer the following:

1. You did not have any agreement in writing at all regarding the partnership?

After you answer this, I have a few more follow up questions for you before I can answer.

Customer: replied 4 years ago.

1. We did not have any written agreement. We opened our business at the county business office and checked partnership and we both signed the business application.

Thank you,

So, as to your verbal agreement, it was that in exchange for using your contractor's license, he would pay you a "draw" of $24,000 per year, correct?

Was there any agreement between you two regarding the funding of the business, or whether there could be a call for contributions?

Did you contribute any actual money to the business?

Do you have any idea what the profits in the business were (i.e., where was he getting the money for $80K salary)?

Does he offer any explanation of why he does not want to pay you?

Customer: replied 4 years ago.

Correct, we agreed to $24k per year.


No agreement as to funding or call for contributions. I'm 57 and he's 32. He encouraged me to retire and collect $24k per year while he ran the business.


I contributed no money.


I am guessing his profits were $120k or so and he commented he paid himself $80k per year in 2012. That's when I got angry.


His attorney's response is that we were not partners and I gave him the use of my state card as a gift. His attorney has not seen the business application where we signed up as partners. I believe my partner is not telling his attorney the truth. So when I sue him, he'll certainly get my evidence then.


Also, I went to the courthouse last month and got copies of affidavits where he's applied for building permits. He's forged my name 4 times so far.

Thank you for your response.

It is obvious to me that there was an implied partnership and that you have a right to sue him.

It is ludicrous for his attorney to argue that the use of your state contractor's license was gratuitous. I agree that the only way that his attorney can put forward this argument in good faith is if his client is not being completely honest with him about the beginning of your relationship.

When you sue, you can sue for every "cause of action" which might apply to the situation. In your case, you have a cause of action for breach of partnership agreement, breach of fiduciary duty, fraud, and unjust enrichment.

The damages for which you should sue for are the $24,000 per year plus interest and your expenses in bringing the lawsuit, plus $24K per year going forward for the next several years to cover your loss of the partnership interest in the future. This is because you will be required to testify as to terms of the original verbal agreement. Since the terms were you were entitled to $24K per year, this is all that you would be able to ask for in damages.

If you sue for more, as you suggested, then you will have to deny that you two agreed to the $24,000 per year. You can do this and rely simply on your unjust enrichment argument, or you can rely simply on the fact that the only documentary evidence of your relationship shows that you are partners, and thus you are entitled to 50%.

Please let me know if you have any further questions. Please also kindly consider rating my answer positively so that I am compensated by the website for my work on your question. Rating positively does not cause an additional charge and does not prevent us from further discussing your questions.

Best Regards,
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