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What fiduciary responsiblities does a majority owner of a LLC have to the minority owners and can he fire them?

Sacramento, CA |

In our initial meeting the investment partner agreed that he would own 75% and I and another person would each own 12 1/2%. He sent out an e-mail stating this and that he would draft a partnership agreement & buyout agreement, which he has never done. Since then he has let me go and says that I have no ownership and I should leave and go on with my life. He will not give me any more info. This will be a very lucrative business.

Attorney Answers 4


  1. Assuming that (a) the events that transpired created an oral operating agreement for the LLC (certain provisions of which were to be memorialized in writing) and (b) the investor / majority member has been acting as the LLC's manager, that member owes the LLC and the other members the duty of loyalty and the duty of care.

    If you want a more-specific answer, you will need to retain a business lawyer to examine all of the relevant facts and documents and render an opinion.

    This information does not constitute legal advice and does not establish an attorney-client relationship.


  2. You need to hire a lawyer who can advise you as to how to proceed. For example, were you an employee? Owner? Did he represent things to you and not fulfill his promises while you took action? You could have a breach of contract or quantum merit case. Those are just examples. You would have to meet with a lawyer who can review the facts with you.

    You are welcome to call Ms. Johns' offices for a free or low cost consultation at (866) 402-4038. Please note that Ms. Johns is a lawyer although she is not your lawyer unless you have signed a written fee or letter agreement confirming her office's representation of you. This email does not otherwise constitute legal advice or create an attorney-client relationship.


  3. It seems quire clear that you need the services of a business litigator. Assemble all the emails and any other documents, reduce the "history" to writing for easier review and consult an attorney. I am handling two of these matters right now. It is not uncommon.

    The above is general legal and business analysis. It is not "legal advice" but analysis, and different lawyers may analyse this matter differently, especially if there are additional facts not reflected in the question. I am not your attorney until retained by a written retainer agreement signed by both of us. I am only licensed in California. See also avvo.com terms and conditions item 9, incorporated as if it was reprinted here.

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