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Old 08-21-2005, 07:30 PM
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Join Date: Aug 2005
Posts: 1
Question Selling my part on the business, need help

I opened a delivery pizza place with 3 other friends 3 months ago.
For lots of reason I decided to quit the partnership. They only want to give me back the money I put on the business and are not considering all the time and energy I spent and all the things I did during those 3 months to make the business a reality. And I did a lot. Since the business is new and there is no way to calculate the annual profit yet, I suggested an appraisal of the business so I can get a fair part. The business has a lot of potential to grow. Is that legal? Thanks.
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Old 08-22-2005, 01:16 PM
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Join Date: Jul 2005
Posts: 146
Cool Partnership Dissolutions

Quote:
Originally Posted by suziem
I opened a delivery pizza place with 3 other friends 3 months ago.
For lots of reason I decided to quit the partnership. They only want to give me back the money I put on the business and are not considering all the time and energy I spent and all the things I did during those 3 months to make the business a reality. And I did a lot. Since the business is new and there is no way to calculate the annual profit yet, I suggested an appraisal of the business so I can get a fair part. The business has a lot of potential to grow. Is that legal? Thanks.

I am assuming this business is organized as a partnership and not a corporation.

Disagreements amongst business partners are the greatest cause why businesses fail in this country, in my strong opinion. Legally a partnership, unlike a corporation is not an independent “entity”. Therefore unless the partners agree on how to run a business, the business cannot exist. Let me emphasis this again, unless all partners agree on how to run a business that business “cannot exist”. Any partner in a business, however minor can force the dissolution of the business and the liquidation of all assets. Every partner is liable for what goes on in that business, both from a tax perspective and a general liability perspective. That is why agreement in partnerships is mandatory.

Now, what this means in your particular case: Technically you have veto power in the company. You can take things to court and dissolve the company at any time, forcing it to close its doors, liquidate all assets and distribute whatever cash is left amongst the partners in accordance with their respective ownership under the partnership agreement. However, you cannot force a sale of the business or make them do any particular business decision, including a valuation or “buying you out” in any way. Forcing dissolution is very destructive. It will cost in legal fees and you will probably never be able to liquidate things like customer relationships and goodwill. Everyone will lose. So, forced dissolution is only something that, from a business perspective, should be done at last resort.

This is a long winded way of saying that your only good option is to sit down at a table with your partners and agree as to what is a “fair” buyout. Kind of like what’s going on in Iraq right now, lack of an agreement is not a viable option, so you must agree on something or things will be a lot worse for everyone.

Good luck, and if things get ugly, remember that that’s what lawyers are for!
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