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Tagged Posts: Business partnership’

Business Divorce and Attorney-Client Relationship

November 3, 2016

In our previous blog post titled Is My Company’s Lawyer Also My Lawyer?, we talked about attorney-client relationship in the context of an LLC business divorce case.  In that case, Yun, one of the two business partners, refused to produce certain documents in her possession during discovery, claiming attorney-client privilege.  For a party to asset this privilege, however, there must be an attorney-client relationship, which arises when someone contacts an attorney in his or her capacity as an attorney for the purpose of obtaining legal advice. … Read the rest

Resolving Business Partnership Disputes, à la UFC

October 4, 2016

This author is not a big fan of fighting sports, but the news of the sale of the Ultimate Fighting Championship (“UFC”) in early July was hard to miss.  Nay, it wasn’t the eye-popping price tag ($4 billion) attached to the sale of the company to a group led by talent agency WME-IMG, which the media says is the largest deal in the history of professional sports,[1] but the way the former majority owners, Lorenzo and Frank Fertitta, agreed to settle disputes.… Read the rest

When a Business Partnership Turns Out To Be a Bait-and-Switch (Part II)

September 27, 2016

Soon after Hogan was brought in as a 1/3 owner of Turbine Asset Holdings, LLC (“TAH”), he began assisting TAH with business opportunities using his contacts and expertise.[1]  One such opportunity involved Pratt & Whitney (“Pratt”), which was expected to be a very substantial inventory management opportunity worth at least $80MM of a net profit.  Hogan led the day-to-day discussions and planning with Pratt and kept Glassman informed of the progress, while Glassman started contacting banks to finance the deal. … Read the rest

When a Business Partnership Turns Out To Be a Bait-and-Switch (Part I)

September 15, 2016

Here at The R. Shawn McBride Law Firm, PLLC, we write frequently about partnership, LLC, and multi-owner entities.  In most, if not all, cases or situations we discuss, business partners start out on friendly terms, in a spirit of collaboration and genuine partnership, only to see their relationship deteriorate over time due to disagreements over management, ownership, or other matters.  But what if there is no intent to be business partners in the first place?  AerReach Aero Space Solutions, LLC v.Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part IV)

September 8, 2016

In Mizrahi v. Cohen,[1] a dentist and an optometrist formed a limited liability company for the purpose of the construction and operation of a mixed-use building in which they intended to set up their respective offices.  The two did not have an LLC agreement at the time they formed the LLC; it was executed a few months later when they purchased the land.  The lender required an LLC agreement and the attorney who represented both members at the closing drafted an LLC agreement. … Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part III)

September 6, 2016

In Saunders v. Firtel, as in Cline v. Grelock, the two business partners were close friends.[1]  Firtel was the sole owner of a pharmaceutical sales corporation called Adco and Saunders was a sales representative for a medical supply company.  In 1986, the two decided to enter into a formal business relationship by allowing Saunders to obtain a 49% shareholder interest in Adco and to become an employee of the company.  Their written agreement provided that both would devote their time and efforts to the business and receive an equal combination of compensation and fringe benefits but also allowed Firtel to spend considerable time away and apart from the business. … Read the rest

When Things Fall Apart: Business Partnership, Disagreement, and Dissolution (Part I)

August 23, 2016

Here at The R. Shawn McBride Law Firm, PLLC, we write and speak frequently on business partnership, especially the 4 Ds (death, disability, divorce, and disagreement), which can have a major impact on businesses.  In our previous blog series on business divorce, for example, we talked about why business partners may disagree, describing some instances of conflict that business owners may encounter, and what they can do to protect themselves and the value of their business in the event of a business break-up and the attendant business disruption. … Read the rest

When a Business Partner Withdraws: Interpretation of Payout Provisions Under a Partnership Agreement

August 9, 2016

As you know, we write and speak frequently about various issues involving business partnership, including the four Ds (death, disability, divorce, and disagreement).  Although many business owners starting a new venture would like to think that they are somehow immune from the four Ds, the odds are that most, if not all, businesses are bound to experience at least one of them if they are around long enough (really, who can avoid death?).  Disagreement, in particular, can precipitate the withdrawal of one or more business partners at an unexpected time, and when that happens, figuring out the financial aspect of the breakup can be messier than you would want.… Read the rest

All postings are intended to be planning tools to familiarize readers with some of the high-level issues discussed therein. No posting is intended to be a comprehensive discussion and additional details should be discussed with your transaction planners including attorneys, accountants, consultants, bankers and other business planners who can provide advice for your circumstances. This article should not be treated as legal advice to any person or entity.