Partnership Dispute Attorney
Partnership disputes can involve a broad range of issues and can result in a variety of different outcomes. Whether you are looking to save your partnership or are ready to part ways, our partnership dispute lawyers can help.
Going into a partnership, few partners expect to end up involved in contentious partnership disputes. Partners typically go into business together because they share the same vision, passion, and commitment to success. However, as time goes on, partnership disagreements can arise. While some business partnership disagreements can spur creativity and innovation, others can devolve into contentious partnership disputes, putting the partnership’s future at risk and possibly leading to a business divorce.
At such critical junctures, the role of a skilled partnership dispute lawyer becomes indispensable. Our trusted partnership dispute lawyers represent general business partners and limited partners in all types of business partnership disputes. Our experience spans representing clients involved in a broad range of industries and achieving positive results in litigation, mediation, and arbitration. Whether you need to take legal action to enforce your partner’s obligations or fiduciary duties or you need defense counsel for a contentious business partnership dispute, an experienced partnership dispute lawyer can provide the support you need. Contact us for a complimentary case assessment from one of our senior partnership dispute attorneys 24/7.
Exploring the Key Elements of a Partnership Agreement
In exploring the key elements of a partnership agreement, it’s essential to understand that a well drafted partnership agreement is foundational to the operational, financial, and strategic facets of a business partnership. Each agreement typically outlines the nature of the partnership, the roles, and responsibilities of the partners, capital contributions, profit and loss distribution, decision-making processes, partnership assets, and dispute resolution mechanisms. A particularly significant component often overlooked is the disclaimer. The disclaimer stipulates the circumstances under which the agreement may not apply, thereby highlighting the limitations of the agreement itself and potentially protecting the partners from unforeseen liabilities. However, given the complexity and critical nature of these agreements, partners should not rely on generic templates or self-guided research. Instead, reaching out to a reputable law firm for professional legal advice can ensure that the partnership agreement is tailored to meet the specific needs of the partners and that it holds up under legal scrutiny. This step can help protect the interests of all parties involved, leading to a more successful and harmonious business partnership.
Why Partners Trust Oberheiden P.C. to Handle High-Stakes Dispute Resolution
At Oberheiden P.C., our business dispute lawyers, backed by years of experience, have a proven track record of success in managing partnership disputes across different business structures, including Limited Liability Partnerships (LLPs) and Limited Liability Companies (LLCs), among other types of business litigation. We are not only trusted by partners in LLPs but also by a broader range of business owners who value our expertise and strategic approach. Here are some of the main reasons why partners, Limited Liability Company members, LLP members, and business owners alike trust Oberheiden P.C., with its wealth of experience, to handle high-stakes dispute resolution:
- Senior Litigation Counsel – All of our partnership dispute attorneys have senior-level litigation experience. Unlike other firms, we do entrust our clients’ cases to junior associates or paralegals.
- Cost-Effective Litigation Strategies – We take a strategic approach to business litigation focused on effectively protecting our clients’ interests as efficiently as possible.
- Results-Oriented Dispute Resolution – As your partnership dispute lawyer, we will have one goal in mind: helping you achieve a result that allows you to move forward.
- Accessibility and Responsiveness – You will have access to the senior attorneys on your litigation team by phone, text, and email. We make ourselves available to our clients 24/7.
- Unwavering Commitment to Your Success – Above all, we have an unwavering commitment to ensuring our clients’ success. We stand by our track record and the effort we put in to achieve it.
Does Your Partnership Agreement Include a Mandatory ADR Clause?
Many partnership agreements include provisions for mandatory alternative dispute resolution (ADR). If your partnership agreement requires arbitration or mediation, then it may be necessary to pursue ADR, guided by a neutral third party, as a precursor to, or potentially in lieu of, litigation. However, partnership agreements will often carve out certain exceptions. For example, a breach of fiduciary duty would qualify. if a partner breaches his or her fiduciary duty and attempts to usurp a business opportunity, this could provide grounds for seeking immediate injunctive relief in court with a partnership dispute lawyer rather than pursuing ADR. At the outset of our representation, we will carefully review the terms of your partnership agreement as they pertain to mandatory ADR (and any exceptions), and our skilled contract dispute attorneys will help you make an informed decision about the means of resolving your partnership disputes.
What Else Does Your Partnership Agreement Say About Dispute Resolution?
In addition to mandatory ADR clauses, partnership agreements will often include various other provisions that directly and indirectly relate to dispute resolution as well. For example, individual partners or groups of partners may have control rights in certain circumstances. Jurisdiction clauses, clauses regarding costs and attorneys’ fees, and clauses establishing buyout rights or calling for the dissolution of the partnership under certain circumstances can also have a significant impact on where, when, and how it makes sense to approach an impasse.
With all of this said, while partnership agreements are binding (assuming they have been drafted in a legally enforceable manner), they are not set in stone. In some cases, even business partners who are completely at odds with regard to the direction of their partnership will agree that it makes sense to resolving partnership disputes in a particular way. Navigating these legal issues can be complex, and if it makes sense to do so, we can engage with your partner’s litigation counsel prior to taking formal legal action, and we can establish parameters for resolving your partnership disputes that make sense in light of the particular facts, circumstances, and issues involved.
We Represent Partners in Litigation and ADR Involving All Types of Disputes
Within the partnership realm, there are numerous issues that can lead to a business partnership dispute. These contentious disagreements between one or more partners vary widely. At Oberheiden P.C., we represent partners in all types of disputes, including (but not limited to) those involving non-compete agreements and other contractual matters:
Interpretation of Partnership Agreement Terms
Partnership agreements aren’t always as well-drafted as they should be. When the terms of a partnership agreement are unclear, this can leave important questions unanswered, and this in turn can lead to disputes between partners who have competing views. If your dispute is the result of an ambiguity in your partnership agreement or a potential breach of contract, our senior business litigation attorneys can use their experience to anticipate how a court would interpret the relevant provision and assert all available arguments for interpreting the provision in your favor.
Advanced Topics in Partnership Agreement Interpretation and Enforcement
Advanced topics in partnership agreement interpretation and enforcement delve into the nuanced complexities that go beyond the foundational aspects of a partnership agreement. These intricacies may involve specific clauses addressing contingency plans, dissolution proceedings, or stipulations for modifying the agreement itself. When faced with contentious situations or when clarity is needed, the interpretation of such intricate provisions often comes into play. Enforcement, on the other hand, deals with the actions needed to ensure that all parties adhere to the agreement’s terms. It can entail anything from mediating disputes to initiating legal action. An integral part of these advanced proceedings is the attorney-client relationship. This relationship is vital in ensuring that the partner’s rights and interests are vigorously defended and that they receive counsel grounded in a deep understanding of their specific partnership agreement. An attorney is not just an enforcer but also a guide, helping partners navigate the complexities of their agreement and the sometimes-turbulent waters of partnership disputes. The attorney-client relationship, therefore, becomes the cornerstone of successful interpretation and enforcement of partnership agreements.
Fraud and Breach of Fiduciary Duty
Many partnership disputes arise out of allegations of fraud or breach of fiduciary duty. From diversion of partnership assets to misappropriation of business opportunities, and from exceeding a partner’s authority to engaging in conflict-of-interest transactions, these claims can arise under a variety of circumstances. Whether your business partner has breached his or her fiduciary duty or you are being accused of defrauding a partnership, we have the capabilities and resources required to protect your interests.
Breach of Partners’ Other Duties and Responsibilities
Beyond their fiduciary responsibilities, general partners and limited partners also have a duty to uphold the interests of the partnership. These duties and responsibilities can exist under the terms of the partnership agreement or applicable law (i.e. the Revised Uniform Partnership Act as adopted in the relevant jurisdiction). Well-versed in all aspects of partnership law, a partnership dispute attorney can thoroughly evaluate all potential claims, counterclaims, and defenses, and they can assert all relevant arguments on your behalf.
Disputes regarding control will often lead to contentious litigation between partners. These disputes can arise out of ambiguities in a partnership agreement, disagreements between one or more partners with equal control rights, and claims that one partner has either exceeded his or her authority or fallen short of meeting his or her obligations. If you are involved in a dispute over the control of your partnership, our senior business dispute attorneys can help you today.
Beyond their fiduciary responsibilities, general partners and limited partners also have a duty to uphold the interests of the partnership, which include responsible management of partnership funds. These duties and responsibilities can exist under the terms of the partnership agreement or applicable law (i.e., the Revised Uniform Partnership Act as adopted in the relevant jurisdiction). Well-versed in all aspects of partnership law, including those involving partnership funds, a partnership dispute attorney can thoroughly evaluate all potential claims, counterclaims, and defenses, and they can assert all relevant arguments on your behalf.
Buyouts and Partner Removals
Efforts to buyout and remove other partners, similar to shareholder buyouts in corporations, are frequent triggers for partnership disputes as well. Disagreements over the valuation of partners’ interests and contentious efforts to remove longstanding or newly-admitted partners will frequently require some form of legal resolution. If it makes sense to do so, we can work to negotiate a resolution that avoids litigation or ADR. However, if it is in your interests to take legal action—or if you need to assert a vigorous defense—we will not hesitate to assert your rights in the appropriate venue.
FAQs: Partnership Litigation and Alternative Dispute Resolution
How Can I Enforce the Terms of My Partnership Agreement?
The legal options for enforcing the terms of your partnership agreement depend on the specific circumstances at hand. This includes both why you need to seek enforcement and what the agreement says about dispute resolution. If your partnership agreement requires mediation or arbitration, you might need to mediate or arbitrate, though it is not uncommon for certain types of disputes to be carved out from these provisions.
Can My Partner Force Me Out or Force Our Partnership to Dissolve?
Maybe. Once again, it depends on the terms of your partnership agreement. Some agreements include clear provisions for removal and dissolution under certain triggering circumstances. Others exclude these provisions, and others still include vague language that does not clearly support one particular outcome.
What Constitutes a Breach of a Partner’s Fiduciary Duty?
Fiduciary duties require partners to act in the best interests of their partnership. If one partner makes decisions affecting the partnership based on conflicting interests (either the partner’s own interests or those of another business), then the partner can potentially be held liable for breaching his or her fiduciary duty.
Are Mandatory ADR Clauses and Jurisdiction Clauses in Partnership Agreements Enforceable?
Generally speaking, mandatory arbitration and mediation clauses in partnership agreements are enforceable. The same goes for jurisdiction clauses. While it is possible to challenge these clauses in certain other contexts, the grounds for challenging these clauses are limited in the context of an arm’s length business transaction.
Talk to a Partnership Dispute Lawyer at Oberheiden P.C.
If you are facing a partnership dispute and would like to speak with one of our business dispute attorneys, we encourage you to get in touch. To schedule a complimentary case assessment with our legal representation, call 888-680-1745 or get in touch online today.