Small business

First: the law on this varies from state to state, and I'm only licensed in Texas. But California, like Texas, has enacted the Uniform Partnership Act, so the basic principles are very similar in most states.

Second: Your question is almost certainly too complicated to answer via on online, anonymous service like this one. You should see a local lawyer.

That said: The key to your question is what you mean when you wrote that the business had been "dissolved."

That's a term that has a specific legal meaning in partnership law. Ordinarily, it would mean that the partnership has stopped doing any new business, that it's collected its outstanding accounts receivable and otherwise wrapped up its affairs to the maximum extent possible, and then that all of the assets owned in the business' name (or previously contributed to the business by one of its partners) have been re-distributed to the partners based on their respective percentage ownership of the business.

So if the prior business really did "dissolve," and its affairs were wound up properly, that would mean you ought to have received your share of all of its value. That's not changed by the fact that you were a "silent partner."

I suspect, however, that your question didn't intend for us to presume that the prior business had been formally "dissolved" in this technical, legal sense, and that there was never a proper winding up of its affairs and distribution of its assets. To the contrary, I suspect that what's troubling you is that you think there were assets of the business in which you had some rights, but that are now being used in what purports to be a new and different business, without any compensation to you.

If that's the situation, then it's all the more important that you seek competent counsel for a fuller evaluation of your situation. You may be able to bring a claim against your former partners and the new business.

What I haven't yet mentioned, however, is very important: Within the very broad structures imposed by the Uniform Partnership Act, it's possible for the parties to a partnership to agree on almost any rules they want. And if their agreement is contrary to the UPA's general provisions, for some things, their agreement may control. That is, the UPA sets a lot of sort of "default values," to decide what the rules are if the parties haven't talked about and decided upon rules for specific situations. If the parties HAVE decided on rules -- other, DIFFERENT rules than what the UPA says -- then that agreement may control.

Moreover, you didn't say whether the partnership in which you were a "silent partner" did or didn't have a written partnership agreement. This fills me with concern, because especially if you were the traditional sort of silent partner whose involvement is not obvious to the partnership's clients/customers or the outside world, you may have a very, very hard time proving up the mere fact that you WERE part of the partnership. It's entirely possible to have a valid, binding, and enforceable partnership agreement that's entirely oral, based on no more than a handshake. But with such loose foundations come huge possibilities for mischief, misunderstanding, and lawsuits.

Bottom line: If you've been cheated, you may have rights. See a local lawyer.