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QLD Partnership Agreement Dispute - What are My Options?

Discussion in 'Commercial Law Forum' started by Clark Kent, 11 July 2016.

  1. Clark Kent

    Clark Kent Member

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    Hi,

    In 2013, a friend requested my help in building what became very profitable technology. We agreed on various splits for work to be completed by both. We also shared expenses relative to our holdings. We were both exposed to the upside as well as the downside.

    I still have all the logs where we were discussing our various agreements.

    Last month, he effectively locked me out of the system (for matters completely unrelating to work - and purely facile reasons regardless). Once he locked me out, he offered me $X dollars and with the very loose possibility of things returning to normal in 2017 once things had calmed down.

    The $x doesn't come close to the true value of my percent, plus, the vagueness of if we would continue or not wasn't clear at all (basically if both parties agreed to at the time). When I asked for a fair buyout without the chance of continuing he basically said f-off and that he would rewrite the code I had done.

    What are my options here under commercial law? We definitely have a partnership agreement (tho it was agreed an uneven split). Can he just lock me out and redo my code? And that after I wore the risk in startup mode for my percent and now that it's successful he can just redevelop my chunk?
     
  2. Rod

    Rod Well-Known Member

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    Based on your post, you do have a cause of action against the other party. You should be seeking an injunction asap to ensure your rights are upheld. The longer you leave a matter like this the harder it will be to assert your rights.
     
  3. Clark Kent

    Clark Kent Member

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    Thanks Rod.

    I had thought to wait a little bit to see him continuing the business - which I am sure he will.

    My concern is that I send him a lawyer's letter, and he stops business entirely so that we both lose? Or do I have a right regardless if he chooses to cease business given that his actions has disrupted a business where both are responsible for the continued profitability of the business?

    Why would you suggest an injunction specifically? What does time have to do with this? Just curious as to your reasons.
     
  4. James D. Ford - Solicitor

    James D. Ford - Solicitor Well-Known Member

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    Hi Clark

    Where in Australia are you and the partnership based?

    How do the logs where you discussed your various arrangements describe the situation? As one business - where you both hold a % ownership (albeit with your so-called friend holding the majority?)

    I await your responses.

    Kind regards,
     
  5. Clark Kent

    Clark Kent Member

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    Hi James,

    There were three profit centres to our business (that emerged over time). Initially, I was given 50% of one, 10% of another and 20% of another. For that, I was expected to perform the initial work required, plus ongoing daily routines.

    I was exposed to my share of the losses, my share of the profits and my proportional expenses agreed to at the time. I have years of payments (profit) paid to myself from him, accounting spreadsheets for the last 8 months and over 5000 pages of logs where we are discussing our business, the splits, the work and the celebrations of profit.

    We are both based in QLD.
     
  6. James D. Ford - Solicitor

    James D. Ford - Solicitor Well-Known Member

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    Hi Clark

    It appears, from the evidence you have described, that you have a genuine partnership, and you have legal rights to a share on the profits, be provided with the accounts of the business, and have a right to claim, or sell your share of the business.

    I strongly recommend you urgently seek legal advice regarding your options.

    I am based in Brisbane, and will connect with you to organise next steps.

    Your partner cannot simply decide to expel you from the Partnership (unless there is a written agreement, which provides him with such a power). I assume this is not the case.

    I look forward to assisting you.

    Kind regards,
     
  7. Rod

    Rod Well-Known Member

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    James will be able to help with the detail. An injunction can be used to reinstate your access to the business which sounded like your prefered solution. The other options here are a buyout, or sale of the business.
     
  8. Clark Kent

    Clark Kent Member

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    "An injunction can be used to reinstate your access to the business which sounded like your prefered solution. "

    Not sure if I am being honest. This is the second time in as many months he's cut me out.
     

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