Legal Question in Business Law in Illinois

Re: Sell off assets, dissolve company

Hello and Happy Holidays to you. Your

father needs to file a partition suit

to divide his interest from that of

his silent parter. Based upon your

posting, your father has put far more

into the corporation than his silent

partner and is due more when he sells

or dissolves the corporation's assets.

However, he should not sell assets of

the corporation below market value. He

would put himself at the risk of being

sued by the silent partner for

mismanagement of corporate assets, etc.

Your dad will need to use extreme

caution in resolving this matter. A

partition suit will have to be filed

in the Chancery Division of the Court

system. Chancery Courts are also

referred to as Courts of Equity. This type of Court resolves problems where

the parties do not have a legal remedy

but where fairness is the standard that the Court follows. Your

dad essentially does not have a legal

remedy, unless he decides to file a

lawsuit against the silent partner for

a breach when it comes to performing

duties in connection with the

corporation. However, from your posting I do not see any mention of a contract between them as to

performance. This matter and others like it require a great amount of expertise to resolve. I will be happy to discuss this with you in more detail.