Dawn K.

A: You don't say what the partnership entity structure is, so I'm going to answer this as if it was an LLC. If this is just a partnership agreement that operates as a different structure, the answer would be found in whatever the partnership agreement says, but many "partnership" entities that I see in practice are formed with an LLC structure, with the partners as "members." If you are an LLC, it is time to look at your operating agreement. If you do not have one, you'll be under the "default rules" in California. There are two potential structures- a "manager" managed LLC and a "member" managed LLC, you'll need to look at your specific operating agreement to see whether your LLC is specified as "manager" managed. If you do not have one, by default, your business is more than likely, a member managed LLC. Generally, and this is education, not legal advice, there are specific acts that require unanimous consent of all members- and this may include transfer of interests- depending on any restrictions in the Operating Agreement. I would start from the documentation you signed to create the partnership, whether it is a stand-alone partnership agreement or an LLC and if you have an LLC structure look for whether your company is under the default rules or what the Operating Agreement states regarding transfers.

A: Hi- the business plan is being developed for whom? For your own planning to execute the first phases of your business? For financing? IF you want to have a legally binding agreement, there are specific rules- particularly around who are the specific parties to the agreement and what the specific performance is required for each side to complete. Often a business plan is just that- a plan for a business. Market research, competitive analysis, product/ service differentiation, etc. It will likely have forecasts based on market intelligence and industry- but it is not directed at one or even a few other people. IF after the plan is completed, you enter into a partnership agreement with specific items that each party agrees to do, that is a different document. Business plans are typically flexible and able to adapt to changing market conditions. Contracts are "you do A, I will do B" so that we know exactly what a "breach" is. Even if contracts are modified or amended- there are clear terms that outline who does what. So, depending on the style and purpose of your plan, it may not legally bind specific people to do specific things. And that would be the key difference in a plan vs a legally binding agreement.

A: As much as I hate to use the common phrase, "it depends" the best answer to your question is, "it depends." If you are including their proprietary methods or proprietary approaches in your own proposal, that are not merely industry standard (ex: specific financial modeling built for a type of project developed by your competitor) it could be a problem. If you are merely following the same template in your proposal that is industry standard, developed your own bidding template, or otherwise are using your own work and are not relying on your competitor's work for your proposal, you are probably just fine. There are statutes and rules in California surrounding unfair business practices and specific actions to prevent practices such as "theft of trade secrets." If your competitor is just upset or concerned because you are in the same industry and submitting proposals to requests from clients, as long as you are completely above board, you should be fine. There is danger if you are submitting unsolicited proposals to their clients with the intent to poach or interfere with their existing relationships. That kind of business practice could be actionable. Again, without knowing any specifics, this is general business education for bidding and proposals in California, not legal advice. If you're doing business ethically and they just don't like competition, well- that may just be a "them" problem.

A: Without seeing the terms in question, this is a general contracts answer: 1. Does the contract itself specify how it can be modified, changed or amended? If so, the contract itself should tell you whether this is okay. 2. If the contract doesn't state how, it can usually be modified, changed or amended, if you both have "mutual" agreement to change any terms, and in writing. 3. If they are trying to change it on their side only, and it is not permitted in the original agreement, this may not be allowed and depending on the terms to be changed, and to what extent, it may be some level of breach. Again, I do not have the contract, but I understand the terms to be changed include scope and payment, which may be enough of a change from the original agreement to potentially create a new one to substitute- with your consent. Hope this helps.