How to Dissolve a Business with only a Written Agreement

John115

New Member
Three years ago, I invented a new product with great potential for global sales. I approached two investors who got very excited and jumped in right away. They paid me x amount of dollars for x amount of the business, and funded various aspects of business development in the amount of x over a three year period.

We began with just a written business agreement with the intention of formalizing the business into an LLC. However, the investors fell into disagreement on various unrelated business matters and no longer speak to each other. The new LLC was never formed. The product is patent pending and has great potential, but the business is entirely dysfunctional due to these two partners not speaking and not assisting with the management of the business.

One partner (the bad actor) committed an unethical act against the other in an unrelated business matter, and for that reason, they do not speak. That same partner has also committed unethical acts against me in unrelated business areas, and for that reason, I no longer want to be in business with this person. Hence, two of the three partners want to move forward without the "bad actor." We want to restructure the business and bring in new investors, and we want the bad actor out.

What are our options? Can we dissolve this business, repay the bad actor his original investment and move forward? How do we get rid of this bad actor? The bad actor does not have a controlling interest. Our collective share of the business against the bad actor is 70% to his 30%.

Look forward to your response.

Thank you.

Texas Business Owner
 
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You could simply try to release the miscreant by terminating his interests in writing.
If he resists, he could tie all of you up in court proceedings for a very long time.
Miscreants often prefer to queer the deal, rather than remedy it.
If he refuses to leave, you could offer him money to go away.
Make sure EVERYTHING is reduced to writing, dated, signed, and notarized.
Barring that, court may be your only option.
The good warlocks should go together and consult an attorney near you.
The bad warlock might decide to play nasty.
 
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