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Bill Attorney
Bill Attorney, Lawyer
Category: Business Law
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Experience:  Attorney
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How can i get rid of businesses partner that doesn't

Customer Question

Hello
JA: Hello. What seems to be the problem?
Customer: How can i get rid of businesses partner that doesn't preform
JA: What state are you in? And have you consulted a local attorney?
Customer: VA
JA: Has anything been officially filed? If so, what?
Customer: I have an attorney who prepared our partner agreement
JA: Anything else you want the lawyer to know before I connect you?
Customer: Nothing has filed yet. Wanted to know how the process works
Submitted: 6 months ago.
Category: Business Law
Customer: replied 6 months ago.
We have a 60/40 partnership. I hold the majority.
Customer: replied 6 months ago.
Posted by JustAnswer at customer's request) Hello. I would like to request the following Expert Service(s) from you: Live Phone Call. Let me know if you need more information, or send me the service offer(s) so we can proceed.
Customer: replied 6 months ago.
Hello. I though this was a live chat.
Expert:  Bill Attorney replied 6 months ago.

Dear Customer,

Thank You for posting your question to just answer today. This is attorney Bill offering legal information specific to your concerns.

A partnership can be wound up siting irreconcilable differences as an involuntary partnership dissolution.

The partnership agreement may contain provisions in case of a business relationship being no longer possible between the partners and the ability of one partner to buy out the other.

Similarly in lieu of ordering a wind up a judge can order that the partner buy out the other partner after a fair appraisal of its worth.

More information about winding up and other alternatives is available from the State Corporation Division

https://www.scc.virginia.gov/clk/formfee.aspx

Please be patient for my follow up and answer when you request additional clarification or information and REMEMBER TO RATE POSITIVELY TODAY FOR THE INFORMATION RECEIVED.

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Attorney Bill

Customer: replied 6 months ago.
If you have the majority share doses it mean that the law gives you first priority to buy out? We have a 60/40 deal
Expert:  Bill Attorney replied 6 months ago.

The partnership Act provides the following:

"

Events causing dissolution and winding up of partnershipbusiness.

A partnership is dissolved, and its business shall be wound up, only upon theoccurrence of any of the following events:

1. In a partnership at will, the partnership's having notice from a partner,other than a partner who is dissociated under subdivisions 2 through 12 of 50-73.109, of that partner's express will to withdraw as a partner, on alater date specified by the partner in the notice or, if no later date isspecified, the date of notice;

2. In a partnership for a definite term or particular undertaking:

a. Within 90 days after a partner's dissociation by death or otherwise undersubdivisions 6 through 12 of 50-73.109 or wrongful dissociation undersubsection B of 50-73.110, the express will of at least one half of theremaining partners to wind up the partnership's business, for which purpose apartner's rightful dissociation pursuant to subdivision B 2 a of 50-73.110constitutes the expression of that partner's will to wind up the partnershipbusiness;

b. The express will of all of the partners to wind up the partnershipbusiness; or

c. The expiration of the term or the completion of the undertaking;

3. An event agreed to in the partnership agreement resulting in the windingup of the partnership business;

4. An event that makes it unlawful for all or substantially all of thebusiness of the partnership to be continued, but a cure of illegality within90 days after notice to the partnership of the event is effectiveretroactively to the date of the event for purposes of this section;

5. On application by a partner, a judicial determination that:

a. The economic purpose of the partnership is likely to be unreasonablyfrustrated;

b. Another partner has engaged in conduct relating to the partnershipbusiness which makes it not reasonably practicable to carry on the businessin partnership with that partner; or

c. It is not otherwise reasonably practicable to carry on the partnershipbusiness in conformity with the partnership agreement; or

6. On application by a transferee of a partner's transferable interest, ajudicial determination that it is equitable to wind up the partnershipbusiness:

a. After the expiration of the term or completion of the undertaking, if thepartnership was for a definite term or particular undertaking at the time ofthe transfer or entry of the charging order that gave rise to the transfer; or

b. At any time, if the partnership was a partnership at will at the time ofthe transfer or entry of the charging order that gave rise to the transfer."

Hence, if one partner doesn't voluntarily dissociate you will need a judicial determination.

I have opened up your call request as I can't take it this moment.

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Attorney Bill