Partner dispute

Alex123456

New Member
Jurisdiction
Utah
I have to explain some, question at the bottom

My two business partners (a husband and wife) and I started a company (LLC) in Utah early this year. They paid for everything, my input has been sweat equity (aka I have done nearly everything.) It was revealed about 7 months ago that he thinks he's the boss, though we all 3 verbally (no contract or operations agreement) agreed on an even partnership (I have meeting audio recordings (not secret) backing that up.) From day 1 I've been trying to get them to work on an operations agreement with me but he insists its unnecessary and just some document to "make me feel comfortable about my position in the company." As you'll see, it's MOSTLY for him, not me, cause his name is not legally on the LLC at all.

So, his wife and I have been doing negotiating acrobatics for months to come up with some way to appease him, while not budging on the fact the we do not work for him and he is not the boss (and he's proven with 4 very concrete situations that he neither has the business acumen or competence, nor temperament to play that role.) But if we can't find a way to negotiate an amicable situation, I'll have to force him to pick one of the options his wife and I have presented, or leave the company.

The single member llc is in my name only afterall. And almost all assets have been purchased with company money (which started out as their money) by the business bank account and under the business name (all 3 of our names are in there for cards.) Which legally belongs to me. But I know its not that simple.

So my question is: If negotiations dissolve to the level of me using my legal ownership of the company to force his decision, what could he file against me? Could he sue me, and for what particular legal reason could he? What would I need to be prepared for?

**Most of the physical assets are at their house (which is the company's address.) I used to live there with them.

**I don't WANT it to go this way, I'm just preparing myself if it has to.
 
what could he file against me? Could he sue me, and for what particular legal reason could he?

Unjust enrichment. Tortious interference. I'm sure his lawyer can throw in a few other things.

I suggest you hire an attorney to advise you. Litigation could drive you into bankruptcy and result in the dissolution of the business.

PS: You're very naive if you think that, when push comes to shove, his wife is going to work against him.
 
Unjust enrichment. Tortious interference. I'm sure his lawyer can throw in a few other things.

I'm not seeing a basis for either one of those. What I would expect is that in the dissolution the other partners would seek either (1) a return of their contribution to the partnership, (2) the value of their ⅔ ownership of the company and/or (3) force you out as the minority owner and take over the business themselves.

I suggest you hire an attorney to advise you.

I agree with that.

I also would advise you in the future to get the partnership agreement in writing BEFORE you put anything into the business or start business. You'll avoid a lot of headaches and disputes if you do that.
 
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