Business Law - Limited Liability Company
Asked in Portland, OR - over 5 years
Three partners of firm: Partner A (PA) owns 51%, Partner B (PB) owns 48.5% and Partner C (PC) owns 0.5%. Internal issues start. PB is selling work and delivering work in a service based company. PC is worker bee. PA runs the payroll and holds finances and is supposed to be xx. PA isn't honest with B & C and loses contracts in her separate field of work. Doesn't inform B & C. Tells PB that A & B shouldn't take salary until monies are in better shape. PA never shares financial info with PB. When PB finally looks into matter, gets concerned about where money is going. Questions PA. PA says we can no longer speak without an attorney present. PB no longer requests the financial documents, he demands them. PA quits hours before PB is going out of town for a week on personal vacation. When PB gets back to town, PA has been meeting with corporate attorney (CA) all week. PB calls CA to discuss issues. He won't talk. B gets personal attorney. Personal attorney, CA and 3 partners talk on phone. Right after phone call, CA resigns. PA immediately hires new CA. PB and personal attorney have discussion with him asking questions. He will not answer any and notes he hasn't been informed of any of these issues by PA, she just came to his office and hired him. (Note, new CA is corporate attorney for PA, PB and PC's former employer). PA was let go and sued former employer (PB and PC were unaware of this until after LLC was signed). PB was officer of the old employer and knew well of this CA and his record. This new CA knows that PB left old employer and took several clients and employees with him. PB sends CA an email noting several areas of concern with PA and her behavior and breaching of fidicuary duties along with other ethical violations that could affect PB's professional licensure and clientele. CA calls PB on the cell phone and starts asking questions. Then, after letting PB talk and tell him several things, refuses to answer any questions regarding his discussions with PA. CA informs PB that PA is not quitting and that CA intends to sue PB on behalf of the LLC for putting the company at risk. PB is shocked and now not sure he should have confided his concerns with CA. Allegations of misconduct by CA regarding PB are based on incorrect (untrue) information. PB asks CA how he can threaten to sue someone he represents. CA states he shouldn't have called PB anyway as he shouldn't be talking to PB since he has personal representation. PB says "what about PA's personal representation, how can you talk with her then? Long pause by CA - then says he will work to get the safety violations cleaned up ASAP. Very threatening during call and states he will even take my home from me on behalf of the LLC (please note CA knows my wife and I well - from previous relationships and representing my former employee). PB (me) gets advice from personal attorney to resign immediately and get away from problems. PB resigns and CA attacks PB from every angle. Sends PB threatening emails and letters. LLC values PB's 48.5% share of the company at $0 and says PB damaged the company beyond that and talked with clients before disassociating from LLC and CA will sue me for breach of fudiciary and everything else. After multiple requests, LLC has never turned over one financial document. PB told them he was going to have them audited. They beat PB to the punch and in October, PB received revised 2006 tax files from LLC. They had gone back and added expenses and revenue that weren't in the original fileing. They even changed the way that they filed in the original filing. PB put up all the money for the firm and brought in 90% of clients and money. PA walks with $250,000 in cash and assets and PB (me) is broke and cannot afford legal services. Company started 1/1/06. By the way, all work in PB's area is different from PA's area. PB's work went to CA's firm (PB's former firm). CA got his cake and ate it too! What to do?
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