How can I resolve a dispute with my business partner?
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How can I resolve a dispute with my business partner?
We've been in business together for 7 years.
This is the first dispute we have gotten into.
He is disputing pulling profits out of the company. I want to keep them in and reinvest them. It isn't what we agreed upon a long time ago and didn't expect the business to be as successful as it has been.
How do people typically resolve these disputes?
Hello *****! I'm so sorry that this is happening to you. I just had a few quick questions: 1. What specific terms did you initially agree upon regarding profit allocation and reinvestment with your business partner? 2. Has your business partner outlined specific reasons for wanting to pull profits out instead of reinvesting? 3. Have any written agreements been established that specify how profits should be handled, especially if business conditions change?
1) We agreed that if we were to pull profits out above a certain threshold, then we would both need to agree on it. I want to reinvest and he wants to take a big profit out of the business. This is the root of the disagreement. 2) Not really - I think he just wants the money. I haven't asked any specific reasons why he wants the profit distribution he wants but maybe he is in financial trouble. I'm not really sure - but I want to keep growing the business and hire more staff. 3) Yes, we have a partnership agreement / operating agreement in place from a long time ago that addresses this. I remember specifically addressing the points of profit and loss allocation and agreeing on this point specifically. Would it be helpful to see the partnership contract we have together? I can probably get it - I would just need to scan it I think. Both of our signatures are on it and we worked with a lawyer a long time ago to get it drafted, but don't remember who. We have never had any business disagreements before.
Ok thanks! Just a few more questions. 1. In terms of putting profits back into the business, what is the motivation behind that? Are there suppliers or vendors who need that kind of help? 2. Yes, you can upload a copy of the agreement, but work like that would be a little extra because it's more than a simple question and answer. To save on some costs, could just upload a specific clause? If you'd like me to review the entire agreement, I can do so for $***. Thanks!
1) I want to re-invest the capital by hiring more employees. I want to hire a couple more sales people to continue to drive growth, and a PA for us. I think we can grow by 30%-40% next year if we do so. 2) Ok sounds good. Let me scan and upload the partnership agreement (it actually may be a 'Multi Member Operating Agreement?) and you can take a look to confirm the quote. I'm not sure exactly which clause(s) you would need to see, so may be easier to just upload the whole thing.
[FILE UPLOAD]
I've just uploaded the agreement. You can see in Clause 5 (Management of the Company) there is some language about decision making and voting rights. Clause 6 is about profit and loss distributions. I think those may be the sections. Before hiring you to review this - is there anything I need to know about partnership disputes in general? How do these typically play out? What type of 'dispute resolution' is common? I am asking since, while we are in a dispute, I still have a long personal relationship with my business partner so it is a but touchy. I would want to settle this without it getting really contentious since we may still do business together.
Thank you for getting this document to me! So there are a few things to consider generally with disputes: 1. For a multi-member LLC, though, the majority vote rules, so you’d need to gather support from members who hold over 50% of the ownership before making big calls. 2. When it comes to paying yourself or other members, this agreement lets you all decide on compensation as you go. So, if there’s a need to motivate or reward contributions, you can just set a rate that the majority agrees on. 3. If there’s a need to put aside some money for working capital, future repairs, or any improvements, you’ve got the flexibility to establish those reserves. The majority vote is required here, but having reserves can be a smart move to keep things stable and handle any surprises. 4. For resolving disputes, the agreement suggests arbitration, which is often less stressful and quicker than court. This could be ideal if you want to keep things professional without letting it get messy, especially since you and your partner have a history together. 5. If big structural changes are on the horizon—like changing the nature of the business, merging, or borrowing funds—everyone has to agree. This ensures that no one feels left out when it comes to the major stuff. As for partnership disputes, they usually pop up over things like who’s calling the shots, profit-sharing, or just different ideas about how the business should run. When you want to avoid a big fallout, arbitration (as your agreement mentions) or mediation are popular options because they’re faster, private, and don’t necessarily drag everyone through court. Mediation might even be a good fit here since it’s more about reaching a compromise and could help keep things friendly if you both plan to keep working together. I know it’s a lot, but does that help make sense of things a bit more? I want to make sure I didn’t leave anything out.
Yes totally makes sense. Let me think about this a bit further and talk to my partner. I'll keep this conversation open in case I have future questions about it. I like you - so I may just keep this open indefinitely since we have legal questions for our business occassionally. We also need lawyers to help with contracts - so am assuming I could hire you here for help too. Thanks Dolan.
Hello! I'm so glad that I can help. You're more than welcome to keep this conversation open indefinitely for legal questions that you may have. Also, yes, if you need help with more in-depth work, I'm happy to help. Thanks for using contractscounsel.com!
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