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Smooth Solutions for Business Partnership Disputes

by | Jul 5, 2024

Resolving Business Partnership Disputes

Starting a business partnership involves more than just signing a contract; it’s about forming a bond of trust, aligning on common goals, and sharing responsibilities. Despite the best intentions, disagreements can arise, potentially leading to significant consequences.
Addressing these disputes promptly and effectively is crucial to avoid costly legal battles and damage to your business’s foundation.


What Is a Partnership Agreement?

A partnership agreement is a formal contract outlining the nature of the business relationship between partners, detailing each partner’s duties, and the distribution of ownership. It includes specific guidelines for managing disputes and procedures for potential business dissolution.
Even when partnering with trusted friends or family, a well-drafted partnership agreement is essential. It not only clarifies the partnership’s terms but also establishes a dispute resolution process, which can be invaluable in preventing costly legal proceedings.
Without a partnership agreement, your business’s fate is left to the provisions of New York’s laws, which may result in profits being divided equally, regardless of individual contributions or agreements.
Additionally, without clear guidelines, disputes over roles, responsibilities, and profits can quickly escalate, leading to significant operational disruptions and financial loss.


A comprehensive partnership agreement typically covers:

  • Roles and Responsibilities: Clearly defining each partner’s duties helps in managing expectations and accountability.
  • Capital Contributions: Specifying how much each partner will invest initially and any future funding requirements.
  • Profit and Loss Distribution: Outlining how profits and losses will be shared among partners.
  • Decision-Making Process: Establishing a process for making important business decisions, including voting rights and procedures.
  • Dispute Resolution: Including mechanisms for resolving disputes, such as mediation or arbitration, to avoid litigation.
  • Exit Strategy: Detailing the process if a partner decides to leave the partnership, including buyout terms and valuation methods.
By addressing these aspects, a partnership agreement not only mitigates the risk of disputes but also provides a clear roadmap for the business’s operation and growth.


Common Causes of Partnership Disputes

Partnership disputes can arise from various sources, and understanding these can help in proactively addressing potential issues.


Common causes include:

1. Misconduct: Improper behavior, such as fraudulent activities or unethical dealings, can erode trust and lead to complex legal issues and financial setbacks. Such misconduct might involve embezzlement, misrepresentation of financial health, or breach of confidentiality agreements.
2. Disagreements: Conflicts over business strategy, resource allocation, or management decisions can cause deadlocks that hinder business progress. Disagreements may arise over the direction of the company, marketing strategies, or expansion plans, leading to operational paralysis if not resolved.
3. Breach of Fiduciary Duties: Partners are legally required to act in the best interest of the partnership. Breaches, such as using business resources for personal gain, can lead to legal disputes and financial losses. Fiduciary duties include loyalty, care, and full disclosure, and any violation can severely damage the business and its reputation.
4. Unequal Contributions: Disputes often arise when one partner is perceived as not contributing their fair share in effort, time, or resources. This can create resentment and imbalance in the partnership, affecting morale and productivity.
5. Substance Abuse or Addictions: A partner struggling with addiction can disrupt business operations and strain the partnership. Substance abuse can lead to inconsistent performance, missed deadlines, and damage to client relationships.
6. Poorly Drafted Partnership Agreement: Vague or incomplete agreements can lead to disagreements over each partner’s rights and responsibilities. A lack of clarity in the agreement can result in misunderstandings and disputes, particularly in areas such as profit sharing and decision-making authority.


What Happens in a Dispute Without a Partnership Agreement?

In New York, if there is no formal partnership agreement, default rules apply, which can be surprising and contentious. Profits must be shared equally, and partners cannot be easily expelled or retire without dissolving the partnership. This can be particularly problematic if one partner has invested significantly more time or resources into the business than another.
A tailored partnership agreement can specify terms for resolving disputes and making decisions, providing a customized legal framework that overrides default rules. This legal framework can include provisions for how disputes are to be handled, what actions require unanimous consent, and what happens if a partner wants to exit the partnership.
For example, without a partnership agreement, if one partner wants to leave, the entire partnership may have to dissolve, which can be disruptive and costly. With a well-drafted agreement, there can be a buyout clause allowing the remaining partners to continue the business without interruption.


Claiming a Breach of Partnership Agreement

To claim a breach, you need to demonstrate that your partner failed to uphold their contractual or fiduciary obligations, resulting in financial loss to you or the business. Key documents include the partnership agreement, correspondence, internal records, and financial documents.
Evidence of the breach might involve emails, meeting minutes, and financial statements showing discrepancies or unauthorized transactions.


Process for Bringing a Claim for Partnership Disputes

1. Letter of Claim: Your attorney sends a detailed letter outlining the breach and required actions to resolve it. This letter typically includes a summary of the dispute, the specific breaches alleged, and a demand for resolution.
2. Court Proceedings: If unresolved, formal proceedings may be initiated. This involves filing a complaint with the appropriate court and serving the partner with legal notice.
3. Judgment by Default: If the partner does not respond, you may seek a judgment without trial. This is typically a straightforward process if the partner fails to appear or respond within the specified timeframe.
4. Pre-Trial Steps: Includes exchanging witness statements and disclosing documents. This discovery phase allows both parties to gather evidence and build their cases.
5. Trial: The court examines evidence and makes a ruling based on the case’s merits. Both parties present their arguments, and the judge or jury makes a decision.
6. Appeal: Either party can appeal the decision if they believe the court made an error. The appeals process involves a higher court reviewing the case for legal or procedural mistakes.


Alternative Dispute Resolutions

  • Mediation: An impartial mediator helps partners reach a voluntary, mutually satisfactory solution. Mediation is a collaborative process that focuses on finding a workable resolution for both parties without the need for a court trial.
  • Arbitration: An arbitrator hears both sides and makes a binding or non-binding decision. Arbitration can be faster and less formal than court proceedings, with the added benefit of the arbitrator’s expertise in business disputes.
  • Negotiation: Direct discussions between partners to resolve disputes without formal proceedings. Negotiation allows partners to have control over the outcome and can preserve business relationships.
These alternative methods can be less costly and time-consuming than litigation and often result in more amicable resolutions.


How Pitcoff Law Group Can Help

If you’re facing a business partnership dispute, you don’t have to navigate it alone. Our team of experienced legal professionals at Pitcoff Law Group is here to help. From drafting solid partnership agreements to guiding you through dispute resolution and representing you in proceedings, we are equipped to assist you at every turn.
Don’t let disagreements escalate to the point of threatening your business. Contact us today for a consultation to explore your options and find the most effective path to resolution, protecting your interests and preserving your business relationships.


The Importance of Proactive Legal Advice

Proactive legal advice can help in preventing partnership disputes before they arise. Regular legal consultations ensure that your partnership agreement remains relevant and that your business complies with any changes in the law.
At Pitcoff Law Group, we offer ongoing legal support to help you navigate the complexities of business partnerships.
Partnership disputes can be detrimental to the health of your business, but with a comprehensive partnership agreement and the right legal support, these disputes can be effectively managed. The key is to address issues early and seek professional advice to protect your business interests.
Whether through drafting robust agreements or representing you in dispute resolution processes, Pitcoff Law Group is committed to supporting your business’s success.
Contact us today to safeguard your business partnership and ensure a prosperous future. We would be happy to assist you.



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