Corporate Law LLC - Partnership issues...

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catFlo

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I am one of the 4 partners of a LLC who joined last. The company was dead and I put in my sweat equity to revive what was left out and so did not have much in terms of investments except for my software development contribution. Things went south and every one in the partnership has left things as is (abandoned) and one person is retaining the hardware, the other 2 people are taking capital gains losses for the last year. I got nothing for last year and they have no plans to do anything in the near future.

Things got a bit testy when I tried to talk to the principal partner and he said he will no longer be available to discuss anything anymore. SO, I wanted out and since the website was already down for more than 6 months, I atleast wanted to get a release waiver form from all members, so that I can see if I can salvage anything out of it, by selling it.

This is the response I got from the partners and I am not sure if this tells me that I am allowed to sell the website product to any one of who I chose.. I am the last person left holding the bag with nothing, where as every one seems to get some form of "loss" atleast in their taxes.

Can some one help me to understand if this release waiver says the website software is mine and I can do what ever with it ? Since I am not sure I will not get anything from them, I dont think spending on a lawyer will help me any way here....

"
With the balance of endorsements to be recieved from the Partners of the former corporations listed above you are given the authority to access/transfere/assign any software design codes of the above Corporations to you. If you accept the endorsements, you also acknowledge and accept that the codes aquired by the above corporations shall never be used, accessed or sold by any other holder other than youself. Any deviation from this agreement and endorsements of the above corporations shall result in the desolution of this agreement and the return of any information, codes, trade secrets or other propriatary information of the above corporations shall be returned to the former Managing partner of the former corporations listed above.
"

Please advice me on how to take this loss in a better way.....
 
Their position is very clear.
They grant you a license to use the software.
You can profit from the use of the software.
Their grant doesn't allow to dispose (sell) the software.

There is no better way to take it, than what it says.
I suppose you can get a release form them to allow you to use or sell the software.
I doubt that you can sell it, otherwise they would have disposed of it before disbanding the LLC.
You could ask them to allow you to try.
Other than that, you are free to use it and make money form it!
 
Well, they are not even sharing the tax statements for 2009 (this years tax) and so I couldn't even file them as Capital gains loss. I don't even have an operating agreement (as it wasn't circulated back to me after all the partners had signed it) and so I think for now, I have no hopes of getting anything retrieved? Would Secretary of state help in this case as a partner who is not getting ripped off by this LLC ?

Any other possible pointers to do anything for getting a fair solution would be greatly appreciated.
 
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