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  #1 (permalink)  
Old 10-29-2008, 08:47 AM
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Angry Website content, concept design

I got a e-mail from my partner that she was dissolvig our partnership because she couldn't work with me we don't agree. Now she blocked me from our B2B website with all my design concept ideas what to do?
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Old 10-29-2008, 11:27 AM
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You can get a lawyer to file in court to prevent her from continuing to lock you out by a temporary restraining order (you must win this to be effective, but if you do, she will be in contempt of court if she does not comply), ask for arbitration if you want to try to save the partnership, but the complaint you file should also request an accounting of the value of your share if she will not continue the partnership and a return of your work product. She is not entitled to all of it. You probably should know that you can demand that she allow you to take backups of your work and then delete them so SHE won't have themin competition with you. You need to read your partnership documents/agreements and take them to your lawyer. Depending on the type of partnership and how well it is documented, the laws vary on how to proceed in a breakup. If you KNOW how you registered with the state to start the business... LLC, general partnership, corporation, single proprietorship, etc.... then you can go to the web and search for the law according to your state based on the type of business as registered. If you don't have documentation for the partnership, it defaults to the standard partnership laws for that type of partnership.

Set a value in hours of work that the information represents and whether you were paid a salary to produce it. Tell your lawyer she is stealing your work product by locking you out ...if she has not paid you for it. If your partnership is 50-50, it seems that she is trying to steal the company. If she wants you out, fine, but she has to give you your work product created without payment and the percentage of the value of the company or assets of the company that represent your rightful share based on the documentation. If you have no agreement, you will need to provide affidavits to what your verbal agreements were and document how you registered as a company with your state. You might also have some investment involved in the website or in hardware or software that you might have paid for and you should have your lawyer help you determine how to value that, because most dissociations where the partner is being forced out can be immediately stopped in their attempt to take control and the court will determine the next step based on a complaint by you that your partner is attempting to steal the company... the partnership being subverted by the lockout. Most people do this on the first day of such a negative theft of access and services, but then they do need a lawyer to request a TRO so you can get your work product and safeguard your investment until a preliminary injunction and an initial hearing for the injunction ... long before the complaint is actually adjudicated... are done to get a decision on whether you have standing to take back your access to your work. If you win the injunction, it is a practical matter that your partner has lost her ability to lock you out and you should be able to back up the work. You can retrieve your work product and then do discovery by taking a list of all the partnership assets and created websites and software to determine the value of the website and the partnership assets.... because it IS half yours????... the point being that if it you really want your work product back and a return of your investment in the partnership, you will have to fight for it in court. Never let something like this lay uncontested. Too many ways for your partner to damage it and you.
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Old 10-29-2008, 11:51 AM
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Thank you for the reply. We have an incorp partnership and I have 49% my partner has 51%. My partner did this because they know I can't afford an attorney I am looking at thousands appon thousands. I just don't think it is fair what my partner did and locked me out. Is there anything I can do personally to stop my partner from operating the website?
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Old 10-29-2008, 01:18 PM
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You can visit a law firm for advice on where to go to find help. If there are any pro bono websites, you could probably get assistance, but it depends on your assets and your income. Some people just don't WANT to pay to stop people who KNOW THEY CAN"T FIGHT.

My son was suppose to be one of those when his two lawyer partners cooked the books and charged his equity with his salary, charged their legal fees to expenses and then embezzled the operating funds from the company. They refused to pay him at all for over a month for being the CEO of a six man team and then demanded that he sign a paper cutting his salary to less than a living wage by the amount they were paying a CPA who was working for them at 5 times the normal accounting fees... the previous one was not so greedy... she only wanted three times, but then she refused to answer questions and the second CPA actually carried their eventual offer TO HIM with a recommendation that he accept his salary back in return for giving up his ownership and giving them controlling voting rights... because "they just will never give up". This is called RICO Fraud in case you are not aware.

After 2.5 years, they will be disbarred shortly. They were his personal attorneys and then for the business... and now they are going to be nothing because they were so brazen that they figured they could get away with it... because he had few assets and only the income he made from the company he was running. They didn't know his Momma had experience in the same business and could start a company and beat them at their own game. I was particularly ready to drive them out of business because they have been shown to do illegal and unethical discovery by making out a fake court order and presenting them to the bank. They were trading emails about that courtroom win and said that all the firm's employees should go through his server to access "all the free data on the internet". I'm sure you know there is no free data on the internet... but there were 30 clients Administrative Ids and passwords on his server that would lead them to lots of financial, patient and legal information for my son's clients. He inadvertently received the email. He stopped them. My son can't work for my company, but then he has his own company. The old company is almost defunct and we are about to close this game with a BIG malpractice suit... on contingency... 40%.

Now, YOU seem to think that we have some way to help people who won't help themselves by working the system. The judge won't let you be your own lawyer in a complicated area like this. You seem clueless enough as it is. Either visit with a pro bono lawyer, or ask a 'for hire' lawyer to accept the case for a small initial fee plus a percentage of the proceeds- on contingency. The small fee would at least get it started and the thing to do is simple... get your partner stopped... by Temporary Restraining Order and then within ten days, a complaint alleging conversion of assets - meaning the website - and freezing you out of YOUR partnership... with all your work product... without benefit of a buyout. The fact that you are not equal partners is of NO importance. Your partner cannot do this legally. She cannot dissolve without a court or agreement document saying she can, and she cannot take over without paying you your share. Ask to have the website content available to you so you can back up your work product... Ask for legal relief from this situation where she has stolen your work product with no equitable payment and without your agreement. Judges generally look on this kind of theft as lacking all grace... and they usually slap that offender down pretty hard.

The TRO should give you ample time to take a copy of EVERYTHING. It sounds like you can prove that the website is 70% yours. But what are you doing for a living during the time you created it? If she paid you for the work product, it may NOT be yours. Work product created as an employee belongs to the business... thus ALL WORK PRODUCT would only be 49% yours. Remember, equity says she can't do this to you... but only you can bring it to court.

Look up "cases TRO" and see if you can find a sample so you know what one looks like. But take a 30 minute appointment with several attorneys to get as much free advice as possible to figure out how you can get this fixed. Simple thing here is that she can't just take over. There has to be more to it. Like arbitration, agreement, payment or access so you can take a copy of your work.

Last edited by boykinmama : 10-29-2008 at 01:32 PM.
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