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Dealing with a Non-Performing Business Partner


boss pointing at upset employee who is holding his face in his hands

In businesses with two or more owners, harmony and cooperation are often paramount to success. However, when one partner fails to fulfill their obligations or hinders the progress of the business, it can strain the relationship and jeopardize the enterprise. Knowing how to handle a non-performing business partner is crucial to protecting your investment and the future of your business.

 

Here are some legal remedies and strategies to consider:

 

1. Review the Partnership Agreement: The first step in addressing a non-performing partner is to review the business documents such as the operating agreement, bylaws or partnership agreement. These documents should outline the rights, responsibilities, and obligations of each partner, as well as the procedures for resolving disputes. It may contain provisions for removing or buying out a non-performing partner.  If they do not, then consider having the agreements revised.  You may be able to accomplish that without the consent of a minority owner.  One of the experienced business attorneys at Fiffik Law Group can help you understand and revise these agreements to suit your particular business.

 

2. Communication: Open and honest communication is key to resolving issues with a non-performing partner. The natural tendency is to avoid confronting the issues.  That will only deepen resentments and perhaps costs that need to be addressed.  Don’t let a crisis or business decision force you to address the problem.  Discuss your concerns, clarify expectations, and explore potential solutions. Document all communications in writing to create a record of your efforts to resolve the issue.

 

3. Mediation or Arbitration: If direct communication fails to resolve the issue, consider using mediation or arbitration to settle the dispute. These methods are often less costly and time-consuming than litigation and can help preserve the business relationship.

 

4. Buyout Provision: Well-drafted operating and partnership agreements include a buyout provision that allows the remaining partners to buy out a non-performing partner's interest in the business. This can be a mutually beneficial solution that allows the business to move forward without the non-performing partner.  However, in the absence of such a provision, unless the remaining owners can prove wrongdoing by the minority partner, including embezzlement or other financial impropriety, legally forcing the partner out of the business is difficult to impossible.

 

5. Legal Action: In cases where a non-performing partner is causing significant harm to the business, legal action may be necessary. This could include filing a lawsuit for breach of contract, seeking an injunction to prevent further harm, or pursuing other legal remedies available under the partnership agreement or applicable law.

 

6. Dissolution of the Business/Partnership: If the operating or partnership agreement allows for it, the partners may agree to dissolve the partnership and liquidate its assets. This can be a last resort option if all other attempts to resolve the issue have failed.

 

Seek Legal Advice for Ownership Disputes

 

Dealing with a non-performing partner can be complex, and it's important to seek legal advice early in the process. The knowledgeable attorneys at Fiffik Law Group can help you understand your rights and options and guide you through the process of resolving the issue.  Dealing with a non-performing or difficult business partner requires careful consideration and a strategic approach. Protect your investment and the future of your business.  Contact us today for help.

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