Partnership breakups create financial chaos, operational paralysis, and bitter disputes over business value built collaboratively that partners now fight to control individually. Rushing & Guice business litigation attorneys handle dissolution cases where informal exit conversations failed, producing litigation over asset distribution, client list ownership, debt responsibility, and continuing business operation rights. Dissolution litigation emerges from multiple trigger points, including partner retirement, irreconcilable management disagreements, breach of fiduciary duties, or business financial distress, making continued partnership operations impossible regardless of the relationship quality between remaining partners.
Valuation dispute resolution
Partners rarely agree on business worth during dissolution, creating immediate conflict over buyout prices and asset distribution calculations. Attorneys hire business valuation experts applying income approaches, market comparables, and asset-based methods, determining fair market value. Revenue projection disputes require historical financial analysis and market trend evaluation supporting or challenging optimistic future earnings assumptions. Goodwill allocation between tangible assets and intangible reputation value creates substantial valuation gaps. Client relationship ownership disputes affect goodwill calculations where departing partners claim personal relationships versus business entity ownership. Expert testimony during hearings or trials supports valuation positions through objective methodology application rather than a partner’s subjective beliefs about business worth.
Asset and liability distribution
Partnership agreements specify asset distribution formulas, but enforcement during hostile dissolution requires legal interpretation and court oversight. Physical asset allocation, including equipment, inventory, and real property, follows partnership agreement terms or statutory default rules where agreements remain silent. Intellectual property ownership covering trademarks, processes, and proprietary methods requires clear title establishment, preventing dual claims post dissolution. Debt responsibility assignment determines which partners carry loan obligations, vendor payables, and lease commitments after business operations cease. Personal guarantee enforcement makes individual partners liable for business debts regardless of internal partnership agreements allocating responsibility differently among partners. Distribution litigation addresses several contested areas:
- Client list ownership where departing partners claim relationships versus entity property rights
- Work in progress allocation, determining revenue recognition, and completion responsibility
- Receivable collection rights assigning, which partner pursues outstanding client payments
- Vendor relationship continuation, preventing competitive bidding for existing supplier contracts
- Real estate lease obligations requiring assumption or rejection affecting both partners and landlords
Fiduciary breach claims
Dissolution periods create heightened breach of duty risks where partners act in self-interest rather than partnership benefit. Self-dealing claims address partners directing business opportunities to new ventures before dissolution completion. Asset concealment allegations require forensic accounting tracing transfers to personal accounts or related entities. Competitive activity during dissolution violates fiduciary obligations requiring partners to act in partnership interest through final dissolution completion. Usurpation of business opportunity claims addresses partners capturing deals that the partnership should have pursued. Breach litigation seeks monetary damages, disgorgement of profits, and equitable relief preventing continuing violations.
Post-dissolution restrictions
Non-compete enforcement prevents immediate competitive ventures using partnership resources, client relationships, and proprietary methods developed collaboratively. Geographic scope, duration limits, and activity restrictions require court enforcement when departing partners ignore contractual obligations. Client non-solicitation provisions protect remaining partners from systematic client poaching by departing partners. Trade secret protection through injunctive relief prevents disclosure of proprietary information to competitors. Damage calculations for restriction violations include lost profits, client acquisition costs, and competitive harm requiring expert economic testimony supporting monetary recovery claims.
Partnership dissolution litigation through valuation disputes, asset distribution, breach claims, and restriction enforcement protects compliant partners from opportunistic conduct while ensuring fair business value recognition for departing partners seeking a legitimate exit from failed business relationships.
