QUESTION

Voluntary Termination of Business Agreement by Partner- Do I have to return his Initial investment?

Asked on Jun 11th, 2015 on Business Law - California
More details to this question:
Due to lack of participation, I have asked a partner to voluntarily terminate his interest in our business so I can move forward without hindrance. He says he will, but he wants his initial investment back. Our voluntary termination clause reads as follows: I have a very informal business agreement between myself and a partner. The business has not even moved to the manufacturing stage. He has not been returning emails, and I have asked him to voluntarily terminate his interest in the business. He says he will, but wants his investment back. Our voluntary termination clause reads as follows:5. Voluntary Termination. If one Partner wishes to terminate the business relationship, it is agreed that the terminating Partner relinquishes any and all rights to the future business if the remaining Partner continues. The business is in the early stages- no assets or sales. I say future profits are being relinquished and he has to right to demand money from future business. He disagrees.
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1 ANSWER

Appellate Practice Attorney serving New York, NY
It seems to me that this clause can't apply in your situation, i.e. when the partner is not leaving voluntarily, but at the request of the other partner.  In this situation, HE is not the terminating partner.  The clause doesn't allow either of you to force the other out against his wishes.  If it did, it would mean that either one of you could, at any time you feel like the prospects for the business are good, force the other out and keep their investment.    Your partner did not ask to leave.  You are asking him to leave.  He has agreed to do so, but only if you return his investment.  You are not required to do so, but neither is he required to leave the business if you don't.
Answered on Jun 12th, 2015 at 9:08 AM

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