Consumer Law, Warranties Question about disolving a small company and legal rights

[socialitepro]

Hi everyone! First let me say I'm a noobie here so bear with me. In April of this year, I teamed up with someone to form a nightclub promotions company. We hosted about 7 successful events at various night clubs but recently came upon a stumbling block where we did not seem to see eye to eye on. So rather than working things out, my partner decided that she wanted out of the company which I offered to buy out her share.

We were unable to come to an agreement on the buy out price so as a result we decide to disolve the company, split everything we owned equally, and go our separate way. We had only been in business for about 6 months. We never had any form of written agreement or contracts between ourselves nor did we even have a business license or ficticious business name recorded with the county. The only thing we had that showed we were partners was that we had established an LLC which to this day I do not have a copy of the related documents but I'm assuming that was formed.

Through our 6 months of working together, we collected photos from our events as well as email addresses of patrons who came to our events so that we can send them announcements of our future events and keep them updated.

Since the company has disolved, I have already started my new promotions company. The name of my new company is similar to the previous company we had along with the same company colors but the logo itself is completely different. Old name: MingleCA Events. New name: Mingle Promotions I have also already started promoting a new event which uses my new company name and logo along with some photos that were taken from our past events.

So my question is, what rights do I have to use the photos and e-mail database that we collected when we were in business together especially since my former partner and I never had any written agreement on what we can and cannot use if we were to disolve. Also, do you see any problems with my new company using the new name?

I told my former partner that he is more than welcome to use the same database if he liked to start his own company as well and I also told him that he can use the photos as well for marketing if he wanted to. I dont think he has any plans for starting up another company but he is raising a fuss about me using the e-mail database and photos without his permission.

I feel since I was also part owner of the company, I have just as much right to use the photos and emails as he does but I could be wrong. Any advice you can give me I would really appreciate it! By the way. I live in California in case that would matter. Thank you in advance!

 

[dee_dub]

Not that it matters, but is your former partner a male or female? Your story equivocates.

Two of the assets your former company had were its goodwill, which is basically its reputation, and its customer lists. Presumably some sort of financial value can be placed on these. Since your former partner isn't interested in using the customer list, and since you and your partner decided to split everything 50/50, there should be some compensation for your use of it. And since the new name and colour scheme are similar, and since your actually using promotional materials from the previous company, you certainly think there's some goodwill to the old company name as well.

I don't see a problem with the new name being similar to the old name, other than the fact you'll need to compensate your former partner.