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  1. #1
    Join Date
    May 2006
    Posts
    19

    Unhappy Business Partner Too Controlling

    I recently joined a business partnership for the first time with someone that I thought I could trust and would allow me to have equal rights in the partnership. However, this partner gets upset when questions are asked about the business, has caused confusion and conflict between other shareholders. I decided to leave the partnership and to take out items that I had bought for the building. This partner threatened to call security because she said that according to real estate law I could not take up anything that had been bolted to the floor. Is this true. I still have receipts for these items and have not been paid for them. At this point due to the way I have been treated I don't want pay, I want the item. She insists that I can not take the item and that she will pay me the cost on the receipt; however the value for this item is much more than what I paid for it. What can I do about this. She has been in busy for along time. The rest of the partners are new to small business. What can I do?

  2. #2
    Join Date
    Mar 2005
    Location
    Michigan
    Posts
    28,906

    Default Re: Business Partner Too Controlling

    What state are you in? Who owns the building? Why is the item at issue worth more than the purchase price?

  3. #3
    Join Date
    May 2006
    Posts
    19

    Default Re: Business Partner Too Controlling

    I am in the state of Texas. Th business is located in the mall. I bought theatre seats from a theatre that was going out of business and received them for below market price (dirt cheap). It will be hard to find anyone to match the price. I have decided that I want to keep the seats and use them for my sole business that I plan to start since there are too many problems working with her. I am part of the Board of Directors but she disregards issues that have been approved by majority vote and then say's since I am the CEO I can do what ever I want to although she hasn't put in one dime of money; yet the business was her idea.

  4. #4
    Join Date
    Sep 2005
    Location
    Behind a Desk
    Posts
    98,846

    Default Re: Business Partner Too Controlling

    She seems to be alluding to the seats as fixtures, which may become part of the real estate, but my guess is that if you check your lease you will find that it allows for you to remove most or all trade fixtures from the premises. Further, as she isn't the landlord and doesn't own the real estate, I don't see how that would help her.

    You are a fiduciary of the business, though, and you have to be careful to leave in a manner that doesn't violate your fiduciary duties. Did you buy the seats as an officer of the company for use by the company, or before you joined the company? Does your business agreement or contract have any information about what happens when a partner leaves the organization?

  5. #5
    Join Date
    May 2006
    Posts
    19

    Default Re: Business Partner Too Controlling

    I bought the seats once I become a partner in the company and as an officer of the company. The cost of the seats were supposed to be added to my initial contribution/percent invested in the company. The statement below details what happens when a partner leaves the company:No partner, during or after the partnership shall engage in any business that is in competition with the partnership in any manner. The prohibition against competition shall continue for a period of Five (5) years after the partner leaves the partnership and for any business within 25 miles of the partnership’s principal place of business.
    Does this mean that I can't even work for someone that has a similar business and/or start up one of my own?

  6. #6
    Join Date
    Mar 2005
    Location
    Michigan
    Posts
    28,906

    Default Re: Business Partner Too Controlling

    You should review your contract with a lawyer in your state. Laws, and the enforceability of noncompete clauses, vary by state.

  7. #7
    Join Date
    May 2006
    Posts
    19

    Default Re: Business Partner Too Controlling

    Thanks for your help. The other partners and I are in the process of trying to find a way to rid ourselves of the too controlling partner. We have board members and the contract says that the board members can unanimously vote off other partners. If the too controlling partner does not hold the position of Pres., VP, Treasurer, or Secretary, is that partner which calls himself the CEO, considered part of the board? Does he have a right to vote at Board Meetings?

  8. #8
    Join Date
    Sep 2005
    Location
    Behind a Desk
    Posts
    98,846

    Default Re: Business Partner Too Controlling

    The partners are whomever the partners are. I would hope that you would have a pretty good understanding of who your partners are. I don't have any way of knowing if you let non-partners hold positions on the board, or what rules you have created for your board.

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