The corporation is 50/50 but the other partner has mislead our clients by telling them that even though our company is no longer, she will make sure that I get my 50% of the commission. She assured them that we had an agreement to make sure that happens. I have not heard from her since she decided to dissolve the business 2 months ago. Basically, she has put me out of business. She changed all our our lead generating resources, faxes, and phone calls to be directed to her. Closed our bank accounts, kept our commissions. I am getting letters from her attorney insisting that I sign the agreement drafted to dissolve the business. I have not signed anything. I need to make sure that I am entitled to my share of the business. Please advise.
You are correct that you should not sign anything unless and until you are satisfied that you are getting your entitlement. It sounds like you may need an accounting done before you agree to voluntarily dissolve and wind down the corporation. If you cannot come to an agreement, then a lawsuit for dissolution and winding up may be necessary to ensure that there is judicial supervision of the dissolution and to ensure fairness. The advantage of a lawsuit (although expensive and time consuming) is that you will be entitled to conduct discovery to obtain documents and other evidence you need.
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Real Estate Attorney
Your partner has a fiduciary duty to you. She has breached that duty by misappropriating clients and assets to herself.
She cannot unilaterally dissolve the corporation. Both of you have to agree or get a court order of dissolution.
Do not sign anything. You need an accounting of the assets and liabilities, the return of corporate assets, and perhaps the appointment of a receiver.
An experienced business attorney in the LA area is a must for you to hire.
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Your co-shareholder in this corporation is trying to cheat you, and she's commited the tort if breach of fiduciary duty, which exposes her to punitive, as well as compensatory damages. That gives you could legal leverage, but you have to protect your rights by hiring a lawyer to deal with her lawyer.
You need to do a complete accounting of the corporation's assets and receivables, to see what your fair share is. It seems she's trying to force a buyout of your share, rather than dissolve the corporation and start her own sole proprietorship, but until the documents are reviewed, no one can tell what's really going on here. Whether you need to enjoin her further usurption of corporate opporturities, or file a lawsuit for her past acts, hire a lawyer immediately.
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Correction: Either party can dissolve the corp by filing for involuntary dissolution where that party owns 33 1/3% of the shares and there has been misconduct by the other party.
Corp Code Sect. 1900(a)(2) and (b). You can expect that she will allege such misconduct by you if she files.
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(Bryant) Keith Martin