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What happens to intellectual property if a partnership is dissolved?

Shreveport, LA |

A few years ago my business partner and i formed a company to produce a tv show(among other things.) My partner funded the project and I handled all technical and creative aspects of production while taking monthly "draws" against potential profits in the future. Recently we came to a verbal agreement that he would buy me out to gain full ownership of the project.

The day after we get all the details worked out, he decided to back out of our agreed upon deal and would like to "possibly" dissolve our partnership and still retain ownership of the intellectual property without purchasing my 50%. He also wants to continue the production of the show.

I'm sure he's talking to his lawyer right now to see if its possible. So, is it?

Attorney Answers 4

  1. Yes it's possible, since partners are free to dissolve a partnership anyway they want to, with division of partnership assets included in that dissolution. If your partner's got a lawyer, then you need one, too, to protect your interests and an inequitable division.

    Avvo doesn't pay us for these responses, and I'm not your lawyer just because I answer this question or respond to any follow-up comments. If you want to hire me, please contact me. Otherwise, please don't expect a further response. We need an actual written agreement to form an attorney-client relationship. I'm only licensed in CA and you shouldn't rely on this answer, since each state has different laws, each situation is fact specific, and it's impossible to evaluate a legal problem without a comprehensive consultation and review of all the facts and documents at issue.

  2. You need a lawyer. This sounds like your soon-to-be ex-partner is looking to get something for nothing. Get a lawyer.

    This answer does not constitute legal advice nor form an attorney client relationship. I am not your lawyer. If you have a legal issue in Maryland, Virginia, or the District of Columbia, you may contact me for a free consultation.

  3. The phrase "intellectual property" means absolutely NOTHING until the "property" piece is defined. Just like the word "color" means nothing until a particular color is defined. So what "intellectual property" did the company create? One or more copyrights in works of authorship, a trademark that brands the name of the show, what? Being vague is fatally, and unnecessarily, obstructive in moving this dispute to resolution. What type of business entity was formed? A general partnership, a corporation, an LLC?

    Generally, the business that's created by two or more people owns the assets created by the employees and agents of the business. If a formal entity [such as a general partnership, corporation, or LLC] then that entity -- NOT its owners -- owns the company's assets. When the company is dissolved or disbanded [in the case of a partnership] the assets of the business MUST be divied up between the owners. If not by agreement, then by a court order.

    You need to speak with your own Louisiana-licensed business attorney to sort through this mess. Good luck.

    The above is general information ONLY and is not legal advice, does not form an attorney-client relationship, and should NOT be relied upon to take or refrain from taking any action. I am not your attorney. You should seek the advice of competent counsel before taking any action related to your inquiry.

  4. Q:" I'm sure he's talking to his lawyer right now to see if its possible. So, is it? "
    A: Yes, it is possible if you are underrepresented legally. So level the playing field (unless you are an attorney, and know the entertainment industry) or you will almost certainly be out-negotiated and leave money on the table.

    I am not your lawyer and you are not my client. Free advice here is without recourse and any reliance thereupon is at your sole risk. This is done without compensation as a free public service. I am licensed in IL, MO, TX and I am a Reg. Pat. Atty. so advice in any other jurisdiction is strictly general advice and should be confirmed with an attorney licensed in that jurisdiction.

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