It is very difficult to follow your question because of the business specific jargon you use, your focus on operational functions, and the lack of legal facts.
Did you have a written or an oral contract with your “partner” or with the “up-line?” Did you in anyway memorialize and incorporate the intent of the contract in the formation of the business “entity” — do you have an equity interest in the “entity?” Does the business entity have proprietary control over the products or services your partnership provides?
If you are saying that you had a contractual relationship with your partner to form a joint enterprise — that the formation of the business entity was in furtherance of the enterprise — and now the partner has breached the contract to your detriment — and you have sustained measurable damages — then yes you probably have a viable case.
You should definitely consult with a business entities attorney.
This is not legal advice and is not intended to create an attorney-client relationship. You should speak to an attorney for further information.
My colleague asks some very good questions. Be sure to contact a lawyer with experience in partnership issues as well as business litigation. In Massachusetts, there exists a Uniform Partnership Act that very well may govern your situation over and above laws concerning business entities and the rights of majority and minority shareholders. The partnership act is Mass. Gen. Laws Ch 108A. If you are your partner intended to carry on a business, as co-owners, for profit, and your partner wrongfully dissolved that partnership (e.g., ousted you), you may very well have a claim to half the value of the entity at the date of dissolution (the day you were ousted). I have handled partnership litigation in Massachusetts and other jurisdictions for years and would be happy to provide you with a free consultation. The devil is in the details in these cases.
Mr. Thomas is licensed to practice law in Massachusetts. This response is not legal advice and does not create an attorney/client relationship. This response is in the form of legal education and is intended to provide general information about the matter within the question. Often, the question does not include significant and important facts and timelines that, if known, could significantly change the reply. Mr. Thomas strongly advises the questioner to confer with an attorney to make sure he or she gets all relevant information to make informed decisions about the subject matter.