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imlaw · Apr 24, 2009, 11:32 AM

I have a partnership business ( grocery store). Gen partner who runs daily business activities is engaging in some suspicious activities such as manipulation of incomes, sales as accountant is his close friend and won't talk to anyone other than him. I asked to change accountant because facts are not being reported, and he says "NO". Also, he is running business in a way that it is losing values and my suspicion is that he is doing so that he can buy me off at cheap market price. The only thing is that I go to business on weekends and there is only so much you can do & control on weekends. I don't want to sell business at this time ( due to economy, won't get good price). Is there anything I can do short of dissolving partership (which would mean selling business to him or outside party) to stop him from doing what he wishes whether it is hiring employees, assiging hours to certain employees, choosing accountants and running other business activities.

AK lawyer · Apr 24, 2009, 11:45 AM

No, as a practical matter, dissolution of the partnership is the only reasonable solution to problems if this nature. Perhaps the threat of dissolution will bring your partner into line.

imlaw · Apr 24, 2009, 12:05 PM

Hi AKlawyer, what about fidiciuary duty angle? He is doing all this because he knows I don't have money to buy him off. He does have money to buy me off. So, Can there be civil or criminal action brought against him in case he does force me into dissolution of partnership? My purpose is to drag this till economy & credit cruch turn and I can get better price from a third party buyer. He is not being blatant in his manipulations but he does this to kind of push my buttons ( to show I don't have any power to stop him).

AK lawyer · Apr 24, 2009, 01:56 PM

Originally Posted by imlaw

Can there be civil or criminal action brought against him incase he does force me into dissolution of partnership?

A dissolution proceeding would be the appropriate civil action, together with damages for possible misbehavior.

I don't know about criminal action. Chances are the prosecuting authorities would say "it's a civil matter." (so as to avoid becoming involved), but you never know. It doesn't hurt to ask them.