- Jurisdiction
- Alabama
I am a limited partner in a limited partnership. There is one other limited partner. The General Partner is an LLC. I am a member of the LLC as is the other limited partner. It is a complicated situation, but to sum it up as best I can:
1. Limited partnership owned 2 commercial properties. One of the properties was sold by the LLC as the General Partner of the limited partnership, by my business partner, who signed the documents as "majority member".
2. I had been the manager of both properties for several years until I was forced out by my business partner who claimed she had the right to do so as majority member of the LLC. For 10 years prior to my management, it was managed by a property management company and they called me to authorize any major decisions. She hired her friend to manage and her friend makes all business decisions.
3. Over the years, before I was actively involved, my partner has withdrawn virtually all of her original contribution plus profits plus she caused the partnership to take out a loan, the proceeds of which were given to her in exchange for a promissory note that remains unpaid plus has 20 years of interest added to it. The loan took 15 years to pay off. Added all together, she has withdrawn her original contribution, plus her profits, and owes the partnership almost $200,000.
4. I have never withdrawn any of my original contribution. Her only business decision as majority member of the LLC before my management was to refuse to distribute any of my share of the profit to me. My capital account contains the vast majority of the total capital of all the partners. The LLC owns a 1% interest.
5. The property she sold was by far the greater income producer of the 2 properties. It was a stupid business decision and I objected to selling it. I told everyone, the business lawyer, the business accountant, even the buyer that I didn't want to sell it. It was sold anyway and after a year she finally allowed me around 5% of what she sold the property for.
6. I want out. She won't buy me out. I understand, as General Partner, the LLC can sell the assets, but it doesn't seem fair that she can claim to act through an LLC that only owns 1% and sell assets of a company that she has a negative interest in and hasn't been involved with, and then keep all proceeds. What is my best way out? I feel like the properties are mine because she has taken her share already and owes money to the business and I invested a lot of time and labor managing them. But, legally, what can I do to force the LLC or the partnership to dissolve, sell the remaining property, or give me control of it, and determine what I am owed and have that amount given to me? I can't afford a lawyer because her actions have financially devastated me because management of the company was my source of income and plan for my future and she took that from me.
1. Limited partnership owned 2 commercial properties. One of the properties was sold by the LLC as the General Partner of the limited partnership, by my business partner, who signed the documents as "majority member".
2. I had been the manager of both properties for several years until I was forced out by my business partner who claimed she had the right to do so as majority member of the LLC. For 10 years prior to my management, it was managed by a property management company and they called me to authorize any major decisions. She hired her friend to manage and her friend makes all business decisions.
3. Over the years, before I was actively involved, my partner has withdrawn virtually all of her original contribution plus profits plus she caused the partnership to take out a loan, the proceeds of which were given to her in exchange for a promissory note that remains unpaid plus has 20 years of interest added to it. The loan took 15 years to pay off. Added all together, she has withdrawn her original contribution, plus her profits, and owes the partnership almost $200,000.
4. I have never withdrawn any of my original contribution. Her only business decision as majority member of the LLC before my management was to refuse to distribute any of my share of the profit to me. My capital account contains the vast majority of the total capital of all the partners. The LLC owns a 1% interest.
5. The property she sold was by far the greater income producer of the 2 properties. It was a stupid business decision and I objected to selling it. I told everyone, the business lawyer, the business accountant, even the buyer that I didn't want to sell it. It was sold anyway and after a year she finally allowed me around 5% of what she sold the property for.
6. I want out. She won't buy me out. I understand, as General Partner, the LLC can sell the assets, but it doesn't seem fair that she can claim to act through an LLC that only owns 1% and sell assets of a company that she has a negative interest in and hasn't been involved with, and then keep all proceeds. What is my best way out? I feel like the properties are mine because she has taken her share already and owes money to the business and I invested a lot of time and labor managing them. But, legally, what can I do to force the LLC or the partnership to dissolve, sell the remaining property, or give me control of it, and determine what I am owed and have that amount given to me? I can't afford a lawyer because her actions have financially devastated me because management of the company was my source of income and plan for my future and she took that from me.