Partnership Disputes – Boyd Law Firm

Partnership and LLC Dispute Lawyer in Brunswick, GA

Business partnerships are built on shared vision and mutual trust. When that trust breaks down — through disagreement about direction, disputes over money, or a fundamental incompatibility between owners — the legal structure of the business becomes either a tool for resolution or a source of additional conflict

Boyd Law Firm represents individual owners in partnership and LLC disputes in Brunswick and Southeast Georgia. We work through the legal framework with you, evaluate your rights under the agreement and applicable Georgia law, and help you navigate toward a resolution that protects your interests — whether that means restructuring the relationship or ending it.

Types of Partnership and LLC Disputes

Fiduciary duty disputes Business owners owe duties to one another. Partners and LLC members with management authority owe duties of loyalty and care to the business and to their co-owners. These duties are violated when a co-owner:

Diverts business opportunities to themselves or a competing entity
Takes undisclosed compensation or benefits from the business
Makes self-dealing transactions without disclosure or consent
Misappropriates company funds, assets, or trade secrets

Breaches of fiduciary duty can support claims for damages, disgorgement of improper profits, and — depending on the severity — removal of the offending owner from management.

Common Contract
Disputes We Handle

Deadlock

When an equal split of ownership and voting rights prevents the business from making necessary decisions — approving a budget, signing a contract, replacing an employee — the business is functionally paralyzed. Georgia law provides mechanisms for resolving deadlock, but the operating agreement’s provisions are the first line of analysis. Deadlock that cannot be resolved internally may require judicial intervention, including appointment of a receiver or an ordered dissolution.

Minority owner disputes

In closely held businesses, minority owners often have less formal legal protection than minority shareholders in publicly traded companies. When a majority owner excludes a minority from management, reduces or eliminates distributions while taking salary, or dilutes a minority interest without proper authority, Georgia law may provide remedies. We evaluate what the operating agreement permits and what it doesn’t.

Buyout disputes

When one owner wants out — or when the remaining owners want to buy out a departing member — the price, terms, and process are often disputed. The operating agreement’s buyout provisions control the process where they exist. When they don’t, or when the method for calculating value is contested, litigation may be required to establish a fair price.

Dissolution disputes

Sometimes the right answer is to end the business. The process for dissolution — winding up operations, satisfying obligations, distributing remaining assets — is governed by the operating agreement and by Georgia’s LLC Act. Disputes about who gets what, what the business is worth, and whether all obligations have been met are common in dissolution proceedings.

The Role of the Operating Agreement

In Georgia, the operating agreement is the governing document for an LLC. It controls the rights of members, the process for making decisions, the mechanism for distributing profits, and what happens when the relationship breaks down. The Georgia Revised Uniform Limited Liability Company Act (O.C.G.A. Title 14, Chapter 11) fills the gaps — but the agreement comes first.

Before any dispute strategy can be formulated, the operating agreement must be read carefully. Common issues we look for:

Voting provisions — who has authority, what percentage is required for key decisions.
Transfer restrictions — whether a member can sell or assign their interest without consent.
Buyout triggers and valuation — what happens when a member dies, becomes disabled, or wants to exit.
Dispute resolution clauses — whether mediation or arbitration is required before litigation.
Dissolution provisions — the process and distribution waterfall if the business ends.

When there is no operating agreement — and this is more common than it should be — Georgia’s default statutory rules apply, and those defaults frequently produce results that neither party anticipated.

General Partnerships — A Different Framework

General partnerships without a formal agreement are governed by the Georgia Uniform Partnership Act. Every partner has equal management rights and equal liability exposure by default. Disputes about authority, compensation, and ownership are common in informal partnerships because the parties assumed shared understanding substituted for written terms.

If you are operating as a general partnership without a written agreement, a dispute creates both a legal and a structural problem simultaneously. We address both.

Frequently Asked Questions About Partnership and LLC Disputes

My business partner is making decisions without telling me. What are my rights?

Your rights depend first on the operating or partnership agreement — specifically on what voting and consent rights you have and what limitations exist on unilateral action. Depending on what decisions are being made, unilateral action may constitute breach of fiduciary duty, breach of the agreement, or both. We evaluate the specific conduct against the agreement and Georgia’s default rules.

We have an equal 50/50 split and can’t agree on anything. What are our options?

Deadlock in an equally divided business is a recognized problem under Georgia law. Options include negotiated buyout (one side buys out the other), mediation to reach an operating agreement amendment, or — when the impasse is genuine and resolution is not achievable — a court-ordered dissolution. The right path depends on whether the business has value worth preserving and whether either party is willing to negotiate.

Can my business partner be removed from the LLC?

Removal of a member from an LLC requires authority in the operating agreement — Georgia’s default LLC Act does not provide for involuntary removal of members. If the operating agreement provides a removal mechanism, it must be followed exactly. If it does not, court-ordered remedies (receivership, dissolution) may be available for serious misconduct.

I think my partner has been taking money out of the business without telling me. What can I do?

This is a potential breach of fiduciary duty and may constitute conversion of company assets. The first step is obtaining complete access to the company’s financial records — bank accounts, accounting records, expense documentation. Members have the right to inspect LLC records under Georgia law (O.C.G.A. § 14-11-313). We evaluate what the records show before advising on the appropriate claim.

We have no operating agreement. Is the business in trouble?

Not immediately, but the absence of an operating agreement means the business is governed by Georgia’s default statutory rules, which may not reflect what the owners intended. If a dispute arises, the lack of a written agreement removes the primary tool for resolving it. If no dispute has arisen yet, now is the right time to prepare one.

Free Consultation
No Fee Unless We Win

A contract dispute handled early costs less and often resolves better than one allowed to develop. We provide direct legal analysis of your situation and a clear view of your options. No obligation to move forward.