Legal Question in Business Law in Florida

About two years ago, my partner (a physician assistant) and I (a physician) went into business together. He invested 30K, and I invested my sweat-equity plus my license. Without a physician, my partner would not be able to practice medicine.

At any rate, during the partnership process I had my attorney produce a partnership agreement suitable for us, I incorporated the business making myself the president and him the vice president; however, after two years he has been reluctant to sign the contract. Initially, he had taken the contract to his attorney for review, and apparently his attorney misplaced the contract after approximately six months. Shortly after being told that his attorney misplaced the contract, I printed another copy from my drive and, again, gave it to my partner. This time he told me he agreed with the majority of the contract except for one provision, which I told him I would change. After changing that provision making it suitable for the both of us, he told me he wanted to review the contract (again) and get back with me. Three weeks later, nothing. I confronted him about the contract again, and we had agreed to meet last week on Tuesday, but he did not arrive apparently because his immediate family member passed. This week, again, he did not show up at the office.

To make matters suspicious, my good friend approached me about a month ago and informed me that my partner had offered to sell the practice to him for a certain amount, but had failed to mention me or the fact that he was co-owner. To this date, my partner has not told me that he intends to sell his shares of the practice.

In addition, during the commencement of the partnerhsip, a bank account was opened, but under his name, primarily because I am only there twice a week for two half days and because I have many time constraints as a physician and that location is about an hour away from my primary place of business. I have told him that I need to be on the account as well since we are partners.

Judging by his character, I am becoming increasingly suspicious and very concerned about my interest in the partnership. We do have a good business relationship; however, this lack of communication and his reluctance to sign the contract after two years truly raises a red flag.

What advise can you give me?

What should I do?

Should I threaten to sue if he doesn't sign the contract?

What if he does sell? What happens to my part?

Thank you.


Asked on 9/10/09, 11:49 am

2 Answers from Attorneys
Richard Stoffels Stoffels Law Group

Call the attorney that drafted the agreement to start with. You have a relationship there, and he can give you better advice based upon all of the facts, including the financial results, etc. of the business. I would also talk to him about your license - I am suspicious that the regulations were written so that a PA works under a physician, not so that he can essentially practice medicine on his own with you just sort of showing up every now and then. That is not my area of expertise, but if I were you I would look into that.

If you are in the tampa bay area, and you would like assistance dealing with the business aspect of this, please I would be happy to assist you. I am not trying to dodge your questions, but they are not simple answers and depend on knowledge of all of the facts. Whoever you retain, I think you need to take some action to protect your interests. Good luck.

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Answered on 9/10/09, 1:36 pm
David Slater David P. Slater, Esq.

Partnership agreements are usually in writing. I doubt he considers you a partner. A lawsuit may be your remedy.

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Answered on 9/10/09, 1:55 pm


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