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Regarding terminating a business contract with a billing

Regarding terminating a business...
Regarding terminating a business contract with a billing company that processes our billing. Both I and my partner signed contract as required by our Operating Agreement for the business . The billing company breached / violated terms of the contract . I want to give billing company 60 day notification of termination as stipulated in the contract " either party may terminate " . Partner is aware of the actions of the biller that violated the contract , but doesn't want to end contract . Do I need an attorney to send billing company notice of termination since partner will likely try to block the contract termination ?
JA: What state are you in? And have you consulted a local attorney?
Customer: Not yet .
JA: Has anything been officially filed? If so, what?
Customer: Please explain "officially filed " ?????
JA: Anything else you want the lawyer to know before I connect you?
Customer: Can't think of anything else .
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Answered in 2 minutes by:
11/2/2017
legalg
legalg, Attorney
Category: Business Law
Satisfied Customers: 11,156
Experience: General Practitioner. Research Attorney
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Hello! I will be reviewing your question and posting a response momentarily; if you have any follow up questions please respond here. Thanks!

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I am sorry to hear you and your partner are having difficulties.

If the contract with the billing company allows either of the "customers" to terminate the agreement, then for purposes of cancellation of that agreement, it would only require one signature.

However, business partners have a fiduciary duty to one another and their relationship is governed by their operating agreement and other contracts (either oral or written) that may exist between them. There is also an implied covenant of good faith and fair dealing.

A partnership agreement will typically state which party (or both) is allowed/responsible for which obligations. If it provides that both partners must agree to terminate any agreements executed jointly, then that would be the standard, and having an attorney send a letter to the billing company would not have an impact on that.

Normally the agreement would set forth how to resolve disputes. If the agreement is not clear, one would have 2 options:

1. agree to mediate the issue

2. sue for a declaratory judgment as to what the partners' rights/obligations are.

If that is necessary because the operating agreement is vague, the partners may wish to sit down and have an attorney help them draft a comprehensive agreement for future guidance.

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Customer reply replied 1 month ago
The wording regarding the termination is " Either Party may Terminate ."

If such language is contained in the contract between the billing company and the partnership, "either party may terminate" generally refers to the "parties" to the contract, meaning the billing company may terminate, or the partnership may terminate.

If the agreement states that either partner of the partnership may terminate, then per the terms of the contract, that would be permissible; but any action taken by a partner must be in accordance with any agreement between those partners, so the partnership agreement would need to be reviewed to verify one partner has authority to terminate business contracts.

legalg
legalg, Attorney
Category: Business Law
Satisfied Customers: 11,156
Experience: General Practitioner. Research Attorney
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Customer reply replied 1 month ago
I think I will need to consult with the attorney that wrote the Operating Agreement . Thank you !

You are most welcome; hopefully you and your partner can resolve this without too much conflict.

Thank you kindly for the positive rating; take care!

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legalg
legalg
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