Corporate Law Partnership Dissolution With No Written Agreement

[Andale]

I am posting to implore the expert legal opinions in this forum to give me my legal rights and not rights:

I am an expert in the same day courier business in Texas. I had managed and operated 2 large courier services before I started my own.

The first company I worked for, we'll call them company 1, bought out the company I left them for, we shall call them company 2.

I didn't like that very much so I opened for business, taking 50% of company 2 customers. I needed a loan and had bad credit so I went into business with one of my drivers from company 2 "Phill" who was working at company 1 now but thought it was a good idea and would be able to secure a loan.

We agree in principal to be a 50/50 partnership. I become dispatcher/manager Frank becomes driver/courier.

4 yrs later Phill decides he "wants to dissolve the partnership"

I agree but insist we need a dissolution agreement. We agree to split customers and assets 50/50.

Initially we drafted a contract stating we would each remain "our company name" for 6 months is a restructured partnership, after 180 days Phil would have to change name and tax id. The contact also listed companies each of us would manage in the 180 days, after 180 days we own the accounts we have remaining.

After 180 days i keep name, tax id, phone#, website. I pay Phill $4,500.00 for the name.

Now I must say the contract was never signed because phil proved not to be capable of maintaining or managing a service of his own. On the day we were to sign the contract Phil lost the biggest account we had. I will not go into how he lost it but is has to do with him screwing up something very easy.

Sorry for the long email, almost done. Ok here is where I need legal advise. We have no written partnership agreement the dissolution agreement was never signed by either of us. I feel like his other accounts are in jeopardy of leaving once they notice they are not given the same service and dependability. I also feel he hasn't been upfront with his new accounts he is now managing. Telling them only that we had changed our website and phone number.

I want out big time. I am tearing up the contract, and even am willing to give him our "company name", phone# and website.

Am I in my legal rights to start a new business with new name and phone#,website,etc... then go after and acquire every single customer from "our company"

Do I have to formally dissolve from the partnership, that never had a written agreement?

Any thoughts?

 

[army judge]

So you NEVER formalized your original partnership? You just called yourself partners, kinda like saying you're married, but never getting married? If that is the case, no you need not dissolve something through legal process that you never established through legal process.

The law doesn't recognize a partnership that never existed. But, you need to know this. I do not have ALL the information as to how you operated. Your best bet is to speak to a local attorney about all of this.

The initial consult is normally free. There MIGHT be other things and statutory provisions that have created a putative partnership. These could be things like contracts, taxes, perceptions in the community, or a myriad of other things. You went into this haphazardly. Don't be so foolish and cheap now. Speak to a local attorney and expend some of that money you've made, to ensure you can keep on making money!

 

[lawinc2]

This form is an agreement for the dissolution of a General Partnership, and can be used for a partnership that consists of up to ten persons. This agreement provides that during the "winding up" phase, the Partners except for the named "liquidating partner" will no longer have the power to act on behalf of the partnership business. The liquidating partner has the ongoing responsibility to collect assets, pay debts, liquidate assets, distribute assets (or debts) as agreed in this agreement, take care of tax issues, and finally to formally terminate the business and give the public notice of the partnership's termination.