Legal Question in Business Law in Oregon

In the event of the absence of a partnership agreement, what monies is the depar

My partner and I formed an LLC to structure our wholesale bakery. We contributed equal amounts of money to starting up the business which has been in operation for two months. We are not yet operating at a profit. We had a lawyer draw up a partnership agreement which was not signed before my partner decided to leave the business. I plan to operate the business on my own rather than dissovle it. My partner believes she is entitled to return of the the full amount of her initial investment plus some sort of wage for the sweat equity we've invested. (We've not paid ourselves any kind of salary thus far.) I know she has no claim to a wage and believe she in fact has no claim to any of that initial investment, based on what I've read in the LLC statutes. Is this true


Asked on 4/30/02, 5:01 pm

2 Answers from Attorneys

Susan Burns Law Office of Susan Ford Burns

Re: In the event of the absence of a partnership agreement, what monies is the d

When a partner in a startup business leaves, it is not uncommon for them to have exaggerated expectations about the value of what they are leaving. Even though your partnership agreement was not signed, a court would probably look to it to determine how the partner's interests should be divided.

The valuation of a new business can be very difficult, especially when it is curently not generating a profit. Although expectations of profits might be considered, many other issues, including equipment value could be considered.

It is highly unlikely that the departing partner would be entitled to receive any wages for her work.

Our office regularly represents businesses in the food industry and would be happy to assist you. Please give us a call for a low cost initial consultation.

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Answered on 5/06/02, 11:49 pm
Michael Zusman Evans & Zusman, P.C.

Re: In the event of the absence of a partnership agreement, what monies is the d

In the absence of any agreement, your former partner is probably entitled to the fair value of his interest in the bakery. Value can be figured in a number of different ways, which is why these cases can be a little difficult sometimes. Wages? I seriously doubt it.

Even though unsigned, the partnership agreement might be viewed as fixing an agreed value or valuation formula. Feel free to telephone or me or e-mail me privately if you wish to pursue this matter further. For what it is worth, I am also an experienced bread baker myself and know many bakers and at least one bakery owner in Portland who might be able to assist with a valuation should that become necessary.

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Answered on 5/01/02, 2:16 pm


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