Corporate Law Partnership Gone Awry

[aharper2000]

I am a physician in GA and I started a Medical Spa with another physician to provide anti-aging services (botox, liposuction, mesotheraphy, etc.) to patients in metro atlanta. Unfortunately, we entered into this partnership without signing a legally binding agreement. This was a friend that i trusted and we never got around to signing the agreement after we started the business. The reason that we never got around to signing the contract was because we got so busy in running the practice and things were goinng so well initially that it got lost in running the business.

However, after 9+ months our relationship has gone south and we are now planning to dissolve the partnership. In planning to dissolve the practice, I am having my partner buy my share of the practice to include the valuation for assets, current and future patients, building improvements, equipment, and liabilities. I have a few questions concerning the dissolution of the patnership:
1. How do you legally dissolve a partnership that was never bound by a legal document(agreement)? What are the implications of not having a legal agreement?

2. Since we did not sign a partnership agreement, who has the right to the name the we mutually agreed upon for our partnership? Once she buys me out, does she have sole rights to the name or can I still utilize the company name?

3. Legally, what is the best way to get out of this mess?

Thanks.

 

[Michael Wechsler]

1. How do you legally dissolve a partnership that was never bound by a legal document(agreement)? What are the implications of not having a legal agreement?

2. Since we did not sign a partnership agreement, who has the right to the name the we mutually agreed upon for our partnership? Once she buys me out, does she have sole rights to the name or can I still utilize the company name?

3. Legally, what is the best way to get out of this mess?

Don't worry. If you two are in agreement then perhaps there isn't such a mess because that is the most difficult part of any separation.

Was the partnership ever formalized? Did you file a DBA? Under what name(s) were you paying for business needs and receiving money? What you should think about doing is setting up an agreement going forward with regard to the assets and business. You will formalize all the rights and responsibilities in a document. Regarding the name of the partnership... good question. It would seem that you both have to agree on what happens to it and that should go into your agreement.

The best way out of this mess is for both of you to come to terms and put it in writing... this time using an attorney! He will find out the answer to the above questions and more. It will be fact-based so it is difficult for me to say more but I think you get the idea. Good luck with this and better luck in the future!