Legal Question in Business Law in Tennessee

My wife and I started a company based upon an idea we had. We brought in a n IT guy to help us with an app. We made him a partner because my wife had worked with him in the past and he seemed legit. The entire plan was to give him direction based on our experience in our field. He is a minor partner with 33%, my wife an I hold the rest. We funded his efforts. Since we were building this from the ground up and it is something that has not been done, we went in knowing we would have to get a viable product we could show to investors. He has not delivered anything of that nature and has refused to give access of the work he has done for the company to the company. He is in breach of the Operating Agreement and the NDA we had him sign. It seems as though, once he saw the potential, he chose to withhold his part of the bargain. What are our options?


Asked on 8/27/25, 2:53 pm

1 Answer from Attorneys
Frank Natoli Natoli-Legal, LLC

How you approach this will depend. The first question is how is this business formed? Is this a corp, LLC or just a general partnership? Did this member already have the IP created or did he create and contribute that to the business? Is there any revenue here?

You have to understand that if you don't have actual damages meaning you are not out any out of pocket losses then a court can't provide a remedy to you. You can't sue him on the profits you might have made moving forward and litigation will be extremely expensive.

Before you take any action,I suggest that you consult with a lawyer in private and discuss your specific situation in more detail. You can start by calling around to several for a free phone consultation, get some insights then pick the best fit to work with.

Best regards,

Frank

Natoli-Legal, LLC

[email protected]

866-871-8655

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Answered on 8/28/25, 7:13 am


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