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LLC is imploding, advice sought.

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A

aka-alias

Guest
What is the name of your state? WA.

I am in a relatively new and financially thin LLC that is going through some turbulence and despite mediation and arbitration being specified for dispute resolution my partner seems committed to a course that will dissolve the company. We are an import business with an exclusive contract with a company in Italy that will be lost if we do dissolve. He is Italian and I have used him as the contact with Italy. I have been the primary force behind what we have built so far but I suspect he has intentions to dissolve and renegotiate the contract with Italy cutting me out. His behavior has been occasionally combative and erratic which has led us to this point in the company. My questions are below I am wondering if you would be able to help me find the answers I need to make a decision on how to proceed.



I would like to know what my abilities are. Can I contact Italy and inform them that my partner is obstructing the company with the intent of sabotaging the contract? Can I tell them I believe his behavior is consistent with a drug addict\alcoholic or bi-polar disorder? He has confided a potential drinking problem to me previously can I ask him if he is bi-polar? I know as an employee he would be protected, what about as a partner? Can I then let them know that I am diligently working to salvage the company but he is not operating in good faith and attempt to secure a promise of a contract ahead of his withdrawal\dissolution? If we do dissolve and he renegotiates a contract am I entitled to damages? If he doesn’t work in good faith using the terms of the operating agreement (mediation and arbitration) towards a resolution that leaves the company and it’s contracts intact am I entitled to damages? If we dissolve the company as part of an accepted proposal what are the implications for either of us to renegotiate the contract?



This is complicated by the fact that we have a performance clause that will also invalidate the contract and he is underperforming with the possible intent of dissolving the contract through that method. However, it may be very difficult to prove intent. We need to place another order prior to Dec 31st to maintain the contract and we both would need to be involved in the decision to order.

I'm in need of some options and all advise is extremely appreciated.
 


I'm sorry..

I'm sorry to hear of the troubles you're having. And, I'm also sorry to say that it really sound like you need the advice of a lawyer. I don't think you'll get satisfactory or enforceable advice here. You're almost certain to at least need someone to dissolve your partnership and / or represent you in litigation. The problem there is that we have the best legal system money can buy...you'll certainly have to spend some bucks to get this resolved.
 

Aurorien

Junior Member
olgethorpe said:
I'm sorry to hear of the troubles you're having. And, I'm also sorry to say that it really sound like you need the advice of a lawyer. I don't think you'll get satisfactory or enforceable advice here. You're almost certain to at least need someone to dissolve your partnership and / or represent you in litigation. The problem there is that we have the best legal system money can buy...you'll certainly have to spend some bucks to get this resolved.
I agree. However, be aware that 1) Your partner's #1 goal is to dissolve the company 2) most cases won't go to court due to settlement.

My recommendation: settle with your partner without attorney$. If he wants out to be solo with Italy, then let him be. However, because you are his partner, he will need to cut you a deal. Negotiate from there and you'll get a happier resolution. Good luck.
 

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