Can I terminate a partnership agreement for material breach?"
I created a TV show in 2016 and developed it alone for 8+ years. In Dec 2024, while living in my car, my sister presented a partnership agreement she wrote giving her 50% ownership. I signed under duress.
The contract contradicts itself: Sections 1 & 4 say I'm the "sole creator" with "full ownership of creative aspects." Section 5 claims "co-ownership" of IP. Section 8 allows termination with 30 days notice OR immediately for material breach.
She breached multiple times: (1) Refused to provide resources (wouldn't lend unused car while I paid $400/week for rental), violating Section 2 partnership obligations. (2) Verbally abusive conduct - called me "nothing but a liability," incompatible with professional partnership. (3) Registered copyright without my permission, violating Section 9 mutual agreement requirement. (4) CC'd parents on business emails without consent, violating confidentiality.
I sent termination notice Nov 24, 2025, citing breaches. I offered fair compensation: co-star role, producer credit, 3-5% profit share. She refused, claims I "can't terminate," demands I either work with her OR "resign" and transfer all ownership to her.
No, your termination notice won't effect anything, though ut may trigger her declaratory relief lawsuit. Only a judge/jury can declare the partnership terminated when there's a dispute like this, and only after someone sues, litigates and wins a lawsuit. I also don't see anything a court would find to be a material breach, as there's no contractual or other duty to "provide resources," and your verbal abuse, mutual consent, and confidentiality "breaches" sound petty, not material. While material breach can in some circumstances be grounds for rescission/dissolution, those conditions don't exist in this case. If the copyright registration she got omits you and is inconsistent with your authorship rights, the statute to sue her is ticking, and if you don't sue in federal court to determine your rights, the statute of limitations will expire. If the copyright registration does correctly reflect your 50-50 share, you have nothing to complain about. Probably the most salient question here is , Is this partnership actually have value that makes this worth fighting over, or is this TV show just a potential asset with value?
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. I'm aware that AVVO advertises itself as "free legal advice," and of...
I agree with Attorney Gross. If you're having irreconcilable issues in business partnerships, there's typically a state remedy for partnership dissolutions. Consult a local attorney familiar with state law who will be able to find the statute regarding compelled dissolutions. Your contract language is typically holding (30 days notice), but a court-sanctioned notice of dissolution will protect you if you ever have issues down the road.
DISCLAIMER: No attorney-client relationship is being formed through my responses on AVVO's Q&A boards or through any other exchange on this platform. An attorney-client relationship is only established upon proper consultation and understanding between the client and attorney. Answers on AVVO are not formal legal advice, but rather meant for general informational purposes. Please DO NOT rely on AVVO answer boards for your legal advice, consult a licensed attorney in the proper jurisdiction. You can message attorneys directly through AVVO with further questions. To schedule a consultation or for other inquiries, you can message directly through AVVO or contact me via www.zalaiplaw.com. Zala Law LLC | Your Mind Is Your Property.®
This may be one of those that will require the court's intervention. You would have to sue your sister for dissolution of the partnership and obtain a court order that one of you buy the other's interest out. And if it s you that is bought out she would have to pay you for your 1/2 interest. You will also need for the court to appoint an appraiser to determine the value of the partnership. So there would definitely be some cost involved.
Suggest you find a business litigation attorney who has experience with having business entities dissolved.
Good luck with it.
The foregoing does not constitute legal advice and no attorney client relationship has been formed between us. Please understand that other attorneys may have entirely different opinions especially if there are additional facts not disclosed here. Thank you.
Yes, you can terminate a partnership agreement for a material breach. Usually, notice must given to the party in breach so they may correct the problem if possible. Without more information and reading the entire contract, I cannot advise you how to proceed. Is your sister simply going to accept the termination because you say so (with some online advice)? Ultimately, you may need to prove all your allegations in court. My best to you.
Licensed in CALIFORNIA and MINNESOTA. I am not your attorney and this is not a consultation. To state otherwise is a misrepresentation of fact. This is a brief response for guidance. There are undoubtedly more facts omitted from your question that could easily change my response. Best regards, Rob
If you do terminate the contract, you would need to reimburse your sister.
Hardship and stress are not the legal equivalent of "duress". Your idea of "material" in material breach is more personality complaints than legal complaints, with the possible exception of #3. Lawsuits will not solve your business challenges or your personal hardships and stresses, and and no one will buy into a production project with pending litigation (and ever worse, if possible, between siblings.)
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...